A True Hero is Born
by Vherstinae
Summary: Partial AU, Spider-Girl universe. Venom returns with a new host, determined to be a true hero. Will he be able to overcome his animalistic side and be a crusader for good and justice? Or will he be shunned for his past and fall once more?
1. Everything Old Is New Again

Disclaimer: I probably don't have to put this here, but Venom and all other Marvel characters are properties of – you guessed it – Marvel. I only own this plotline and my original character.

I'd actually fallen out of love with comics for a long time, and I've never even read Spider-Girl. But, I do believe I can grasp the original Marvel spirit, and I've always wanted to do justice to the psychological masterpiece that is Venom. As I've seen, Eddie Brock always wanted to do the right thing in the end. Perhaps his symbiote, after leaving him, finally realized exactly what that entailed…

**Chapter 1:**

**Everything Old Is New Again**

Aloysius Qatrefoil was a young man with an odd name. He was tall, lean, and fairly strong. He would turn eighteen years old in a few months, and couldn't wait to vote. Aloysius was the most politically active student in his high school, always keeping up with the latest bills in Congress and hounding his parents to vote on just about everything. Aloysius was also an amateur psychologist and part-time martial artist. He loved to wax philosophical on a wide number of subjects, and he was almost never wrong in his impressions of people.

Unfortunately, Aloysius suffered from what he termed the Plight of the Average Man. Those with greater wealth or influence walked away with greater power, both political power and power over the unwashed masses. No matter how smart, controversial, or determined you were, you'd always need that extra _something_ to get through to these cattle. Aloysius would brood for days on end, trying to figure out some way to help the community and really make an impact. He was happy with charity work, soup kitchens, and the like, but he needed something more; something that, in one fell swoop, could set this vain, celebrity-obsessed society on its ear and allow the good people – and not the rich – to come out on top for once.

"Hey, Aloysius," said a perky female voice. Aloysius knew his true friends, because they had the courtesy to call him by his full name, and not simply 'Al.' He turned to face May Parker, one of the few people who understood him and who would sit and talk with him on a regular basis. Of course May understood Aloysius' goals of helping the good people and knocking the bad, vapid, old-money millionaires off of their pedestals, pedestals that had been chiseled by millions, if not BILLIONS, of people idolizing them for nothing more than their wealth and reckless waste of money and time.

May understood because she had dedicated her life to protecting the innocent from criminals, under the guise of Spider-Girl. May defended people from tangible, flesh-and-blood criminals, while Aloysius worked tirelessly to guard against the incorporeal criminals whose only concrete bodies were actually made of concrete; the massive corporations and corrupt lawmakers who did their best to keep the rich rich and the poor under their heels. As Aloysius had once so eloquently put it, "The gross discrepancy in the distribution of funds between the so-called upper and lower classes has created an almost feudalistic hierarchy the likes of which has not been seen since the early 1200s." May hadn't really understood what he'd said until she got home that night and pulled out her encyclopedia and dictionary.

That was another reason the two of them hung out so much: they understood each other. While May's mind was tuned for science and math and Aloysius' for history and the English language, the two were equally brilliant and able to share their ideas and philosophies with one another without having to dumb down their wordings. Of course, it also helped that they were crushing on one another, but neither had the guts to say anything outright.

May was fairly tall for a girl, with reddish-brown hair and a lithe, toned body. Her face was still in its 'cute' phase, but her high cheekbones and smooth jawline, both of which she inherited from her supermodel mother, spoke of an utter beauty waiting for its chance to shine. May didn't have too much in the way of curves, but she had a wasp-thin waist and rather womanly hips.

Aloysius was massively tall, over 6'6", but his thin, spindly frame was reminiscent of a ghost or an arachnid. Aloysius tended to think faster than he spoke, resulting in an occasional stutter or break in words as he realized that his mind had gotten too far ahead of his mouth. He was normally somewhat clumsy, but when the situation called for it, he moved with blinding speed and exacting precision. It seemed that his slightly gawky demeanor was a façade which even he couldn't see through. Aloysius' permanently mussy brown hair and chiseled jaw made him fairly handsome, but his lack of maintenance regarding his appearance and the nonchalant manner with which he regarded himself kept him from becoming vain, and it also kept him off of the popular girls' "must-date" list.

May cocked her head; Aloysius was staring at her, but he hadn't said anything for over a minute. In fact, it was more like he was staring right through her to the opposite wall. "Um, hello! Earth to Al!"

May's use of his most loathed nickname brought Aloysius out of his contemplation. "Hm? Oh, hi May." He scooted over on his bench and patted the now empty seat.

"That's more like it," May smiled as she accepted his offer to sit. "So, Aloysius, what're you thinking about today?"

Aloysius grinned in response. "Oh, you know me, May: I'm plotting to take over the world!"

May shook her head slightly, chuckling. "You could probably do it, too. That's the scary part."

"Yep, I'd just have to be born rich." The pair laughed at this comment, and spent the rest of their lunch period chatting about life, the universe, and everything.

—SCENEBREAK—

Elsewhere, a rat breathed its final breath. The black substance engulfing it receded, re-forming into the sentient puddle known only as the symbiote Venom. Ever since it had escaped from its imprisonment upon that living genetic defect know as Mac Gargan, Venom had wandered the sewers and back alleys. It had briefly returned to Eddie Brock, only to find the frail human dying of cancer. Why did things have to die? Symbiotes knew nothing about death from natural causes; they only died when they were killed. The symbiote would never admit it publicly, but it had respected Brock; it had loved him like a brother. Love was a foreign concept to symbiotes, but Venom knew that's exactly what it had felt for Eddie Brock. The creature would have wept, but it did not know how.

Seeing the black ooze so distressed at his deterioration, Eddie placed a comforting hand on what he believed to be its shoulder. "Venom," he had said, "I've lived a long life. I've done a great many things I regret, but I've always strived to do the right thing. When I sold you, I gave the money away to charity. I've atoned for my sins and begged absolution from my God. I can die in peace, as a hero to thousands of people who will be helped and saved by my donation. But you…" Brock trailed off for a moment. "You've been with me, trying to help me do the right thing. Unfortunately, you come from a planet and a society where the right thing doesn't exist. Your people are, forgive me for saying this, but they are evil. But you, you have shown that you can be good. I will die soon, but I will die happy and at peace. You will live on, as you did before you met me. But please, promise me this: after I'm gone, find a good person, someone who can do the good I was never able to. Someone who can change this world for the better. Find him, and together, become a hero. Can you do that for me, Venom?" The symbiote had replied in the affirmative, and Eddie smiled. And then he died. The symbiote had been so distressed that it had tried reviving Eddie several times.

When it became clear that Brock had passed, on, the symbiote fell into despair. It spent over one and a half decades in the sewers and arteries beneath the city, lamenting the loss of the man who had taught it about good and heroism. Over that time, the symbiote known as Venom did a lot of thinking. First off, it gave up its vendetta against Spider-Man. He would never be its host again, and Venom didn't want to sully Brock's final request by forcing a bond. Venom then wandered the sewers, sneaking up through grates and manholes to listen to the humans chatter amongst one another. Venom listened, and learned all it could. It tried to formulate exactly what made a good person, and what it would need to do in order to be a hero.

Countless years had passed; Venom had lost all sense of time lingering in the sewers and tunnels. Finally, as it bubbled up through a grate and reached out with its psychic abilities, it felt what it had been searching for: a mind lamenting over the state of the world, trying to protect the innocent and punish those who were evil and corrupt. A mind that was a peculiar blend of Parker's, Brock's, and Venom's own. It blended in with the concrete and asphalt, and slithered along behind the source of these thoughts. The more Venom listened, the more it liked what it heard: safety, happiness, peace, acceptance… this mind wished for all cultures to live together in mutual harmony and understanding. A truly transcendent philosophy. A "line-and-let-live" concept with actual merit; one that could actually work! Sensing that the opportunity to join with this mind might soon pass it by, and that it might never get the chance again, Venom sprang forward and affixed itself to the sole of the human's shoe. Slowly oozing upward until it made contact with skin, Venom melded with the human's flesh. It would watch and listen for a few days before it revealed itself, so that it could fully evaluate this human's character. Venom was determined to make Eddie proud.


	2. What Makes A Hero?

Disclaimer: I don't own Venom, Spider-Girl, or anything else in this story save its plot and Aloysius. I'm not going to be posting this disclaimer anymore; after all, it will still be true next chapter. If anybody has a problem with that, then bite me! Of course I don't own this stuff! If I did, you think I'd be writing about it here, instead of in an actual comic!?

**Chapter 2:**

**What Makes A Hero?**

Several days had passed since Venom had taken residence within Aloysius Qatrefoil. So far, Venom had yet to see anything bad. The human was kind, passionate, easily enraged by the callousness and brutality of the world, and cynical enough to do what was necessary, even if it meant taking a life. Unlike its previous host and the deadly punishment they had doled out together, Venom knew that Aloysius would not kill for the sake of killing. He would strive to incapacitate or, if necessary, cripple his opponent, but he'd try his best not to kill. However, if put in a situation like the first war against Kasady and his little hitchhiker, Qatrefoil would never allow Carnage to slink away like Parker had. Aloysius would have taken the opportunity to avenge those whom Carnage had slain, and to protect everyone who Carnage might kill should he escape. Aloysius would pull the trigger and never look back; he was prepared to make the ultimate sacrifice, a loss of innocence, to protect the innocence and lives of others.

Venom admired Qatrefoil for that. And the symbiote was infinitely surprised when it realized that Aloysius' best friend was Parker's daughter! Venom couldn't escape Parker, no matter how hard it tried. Moreover, the black ooze was shocked to feel the receptors which fired up whenever May came around. Qatrefoil LIKED her! This was so rich it had to be fattening.

Venom had finally decided that this human was perfect. The next time Aloysius was in danger, Venom would reveal itself and offer its power and wisdom to Qatrefoil. It was almost positive he'd accept.

—SCENEBREAK—

Mark Wollicker, one of the local toughs, stood in class giving his report on Egyptian rulers and politics. "Surprisingly, Imhotep was not just a character from a movie: he was real, and in fact he was a high priest who guided Egypt through some of its toughest times, all the while introducing advance medicinal techniques…" Aloysius had zoned out after Wollicker mispronounced "medicinal." The tall young man rolled his eyes over to May, giving her a poisonous glare. These weren't Wollicker's words, that was for sure. He must've threatened May into doing his work for him, yet again!

Aloysius knew that May was a lot stronger than she looked, and she looked like a gymnast. He knew that if she really wanted to, she'd be an even match for a thug like Wollicker. Aloysius had told May time and time again that he had her back, and if she ever got into a fight, he'd be there to back her up. Together, they'd wipe the floor with a Visigoth like Mark Wollicker! But, for some reason, May refused to stand up for herself. She just chugged along, doing her own work along with the assignments of several local toughs. Aloysius watched as May met his eyes for a moment, and then quickly looked down in shame. That was it; enough was too much! Aloysius brooded silently, exuding an aura of danger and ferocity. He'd grab Wollicker during lunch break, consequences be damned! Nobody was going to bully May; never again!

The bell rang, and class let out. The teacher complimented Mark on his exceedingly well-written report. Did that old fool not see that it obviously wasn't Wollicker's work!? How could someone who couldn't pronounce the word "medicinal" possibly have written a coherent report on an ancient Egyptian doctor and high priest!? The event did have an upside, however. Because Mark had stayed behind to bask in his undeserved praise, he and Aloysius were at the back of the line as the classes filtered into the cafeteria. Nobody would notice they were gone for at least a short while.

Aloysius strode up behind Wollicker and placed a hand on the great lump's shoulder. "Hey, Mark, can I talk to you for a sec?" Anyone who knew Aloysius would instantly recognize that his tone was…off.

Mark, however, was blissfully ignorant. "Sure thing, Al," he replied.

As soon as they were out of sight, Aloysius grabbed Wollicker by the collar and slammed him against the lockers. "Listen here, you braindead sasquatch! You're going to leave May alone, and do your own goddamn homework from now on. Got that?"

Mark threw Aloysius off of him like a rag doll, slugging the taller, thinner man in the face and drawing a deluge of blood from Aloysius' nose. "Back off, Slim! Nobody orders me around! And I'll keep that little piece of ass working for me until I decide to hit that!" He moved to punch Aloysius again, but Mark found his hand stopped. Qatrefoil had halted Wollicker's fist as easily as an adult would stop the punch of a petulant toddler.

"_**Listen here, you bastard.**_" Aloysius' voice had a kind of dual-tone quality to it; a second, basso reverberation. It sounded as if Satan himself were speaking through the thin man. "_**You think you can lord your power over everyone else. Well, two things: first, might does not make right. And second, there's always someone stronger!**_" Aloysius squeezed Mark's fist, and was rewarded with the sound of popping joints and straining tendons. "_**I'll leave your hand intact this time. But you will leave May alone and do your own work. And if you ever, EVER touch her–**_" Aloysius didn't finish his sentence. He simply growled, and the deep, monstrous sound vibrated down his arm, up Mark's, and into Wollicker's entire body. It felt to Mark as if his very soul had been squeezed by Aloysius' freakishly powerful hand. "_**Do we have an understanding?**_"

Mark could only nod.

Aloysius smiled. Half of the smile was evil; half of it was merely satisfied. "Good. Hope I never have to talk to you again."

So did Wollicker.

—SCENEBREAK—

Aloysius jogged up to meet May at their usual table. May smiled. "What took you so long, Aloysius?"

He shrugged. "I was just threatening Wollicker to stay away from you and do his own damn homework for a change."

"Aw, my hero," she said playfully. Clearly, she didn't believe him. But when Mark Wollicker walked nervously into the cafeteria and shuffled around the room, his eyes continually darting toward Aloysius, May realized that her friend hadn't been joking. "Aloysius, what did you do?"

Qatrefoil swallowed a bite of his turkey sandwich. "I just warned him not to think he can walk all over you. After all, if I can't protect my best friend, how can I be expected to save the world?"

May nodded and giggled slightly, but as she ate her lunch, she couldn't help but wonder: what was Aloysius hiding?


	3. Memories Are Forever

**Chapter 3:**

**Memories Are Forever**

Aloysius Qatrefoil had been feeling a little bit unusual for the past few days. Despite his attempts to shrug it off, he couldn't deny that something was different. Like the encounter with Mark Wollicker: Aloysius had never felt like that. He knew that he could stop a blow like that, but only once, and after that he'd be pretty much exhausted. But he'd stopped Wollicker's fist like it was nothing. And his voice…Aloysius had been vaguely aware of a second voice mirroring his own, like two sides of a coin.

Aloysius now sat in his room, as he had for the entire weekend so far. Saturday had come and gone, and now it was halfway through Sunday, and he'd barely ventured out of his room. Was he going insane? Was his mind degenerating into that of a psychotic killer? Whatever was happening, he couldn't tell anyone about it until he was able to get a vague idea of what specifically was wrong. If you just walked out into the streets and declared such things nowadays, the suits would cart you off and take you to a government facility where they'd poke and prod you until they either decided you weren't a threat, employed you, or –ahem– neutralized you. Aloysius wasn't ready for a full-time job, and he sure as hell wasn't finished living. He'd figure this out on his own.

—SCENEBREAK—

Venom, from within the confines of Aloysius' psyche, hung its proverbial head. Instead of giving the human confidence and allowing him to protect the weak and helpless, it was practically driving him to the brink of madness! The symbiote thought hard. If it were to reveal itself now, Aloysius would despise it and force it to leave. That couldn't happen; he was far too perfect a host for Venom to relinquish him so quickly. Instead, it would slowly influence Aloysius to zone out and wander to a seedier part of town, where he could witness firsthand the good he could do with his newfound powers.

Venom realized that it couldn't easily convince Aloysius to go for such a stroll today, but he'd have to go to school tomorrow. It could influence him then, after the final bell.

—SCENEBREAK—

Monday was as dull as ever, with May being the only thing to brighten Aloysius' day. She sat next to him during lunch and told him humorous stories of her home life, while he regaled her with quotes from the previous night's uncensored Lewis Black special. Needless to say, he had to keep his voice down to avoid a detention, although his quotes were drowned out from the public's ears by May's uncontrollable laughter. Who knew the Cold War had been so humorous?

School let out at 3 PM, as it always did. May's dad, Peter, came to pick her up, as he always did. Aloysius bid May goodbye and began to walk home, as he always did. But then Aloysius did something new: his mind was still cluttered with ponderings and puzzlements, so he decided to take a walk to clear his head. Soon, without realizing it, Aloysius had wandered into a particularly seedy part of Downtown. Of course, nearly ever part of downtown was seedy at least some of the time, but this specific area had developed a reputation for being crappy 24/7.

Venom could hardly contain its anticipation. Something was bound to happen here, be it a mugging, an attempted murder, or a car crash. The point was, Aloysius would see how wonderful Venom's powers were and together they would help protect the innocent and go down in history as a true hero. Obviously, Venom still had a lot to learn about humans. If Aloysius ever found out about Venom's little plan, he would immediately resent the symbiote. There were numerous other possible negative outcomes and logical discrepancies, but the symbiote was too giddy to see them.

Indeed, the symbiote had been correct about this area. Something was about to happen, and it would be thoroughly unpleasant. There are laws against driving drunk, and against driving while under the influence of narcotics. These laws have been enacted to protect pedestrians and motorists alike from the slow reaction speed and flawed perception skills of inebriated or high individuals. Apparently, the driver of a beat-up red '92 Pontiac Firebird had heard about such laws, but he'd never heard of a law banning driving while under the influence of both alcohol and narcotics. Therefore, he loaded up on bourbon, whiskey, marijuana, and LSD, and went for a nice, relaxing drive. Ironically enough, his bumper sticker read, _If you don't like my driving, stay off the sidewalk!_

Truer words have never been recorded.

The car came barreling toward him, and as Aloysius heard the vehicle crashing into various installations and fixtures, he barely had time to turn and face it before the old Firebird slammed into him at 65 miles per hour. The shoddy car's airbags refused to deploy, and the driver died on impact, his neck snapped on the steering wheel.

Aloysius fared much better. He sat up and cracked his neck back into place. Next was his spine, which much harder to manually realign, especially by himself. The young man stood up, dusted himself off, and looked around. He quickly surmised that the impact had sent him flying, probably a good fifty feet into the side of a building. He looked behind him, and silently thanked the "Lucky 7" (with the "c" burned out) Convenience Store for stopping his flight. Aloysius noticed people slowly approaching him, fear readily apparent in their eyes. He was about to inform them that he seemed to be alright when he realized that they were not afraid for him; they were afraid of him. Aloysius quickly looked at himself, and noticed that he was covered in a smooth, black substance. It was smoother than skin or latex, but it was warm to the touch… Wait a minute! His hands were covered, but he could still feel things normally. In fact, his body felt as though he were naked, although he clearly was not. Although he was afraid of what he might see, Aloysius forced himself to look at his reflection in the convenience store window.

His frame was unchanged, although he may have gained a couple inches in height. Aloysius' body was far more muscular, although it was more lithe, gymnast-esque muscle compared to Mr. Universe muscle. His body was all black, every inch from head to toe covered in this odd patina of sensory latex, as he had currently dubbed it. Across his chest was a symbol resembling a white spider, its legs wrapping around his rib cage. When Aloysius turned, he saw that the legs connected with and therefore became the legs of an identical symbol on his back. But his face was what concerned Aloysius the most: his nose was gone, and his chin more defined. In place of human eyes, he had massive white shapes – rather like the yang symbol in the famous Chinese balance coin – which were quite reminiscent of the eye patches on Spider-Man and Spider-Girl's costumes. The exterior of his mouth was for the most part unchanged, the only alteration being that his lips were now covered with that same black substance. He opened his mouth to see ivory-white, razor sharp teeth. They were still roughly the size of normal human teeth, but now looked as though he could chew through St. Mary's Cathedral. His tongue had elongated to the point where he'd give Gene Simmons a run for his money.

The people had begun to encircle him, and the telltale sound of a shotgun cartridge being chambered brought Aloysius out of his self-assessment. Acting purely on instinct, he aimed a fist up toward the corner of a building. A thick, gray, ropey substance shot from the white rectangle on the back of his hand, and he pulled himself that entire distance in an instant, as though the gray cord were a massive elastic band. He leapt again and again, using the gray substance he could produce as ropes, swinging along like an acrobat. As his body was completely on autopilot, Aloysius found himself unconsciously steering toward a massive skyscraper holding multifarious businesses. The corporate lemmings would be too wrapped up in their work to look out the windows, and he'd be relatively safe from scrutiny once he reached the roof.

Aloysius, still trapped within that bizarre suit, took a moment to catch his breath. He was fairly safe up here, and he doubted anyone had seen him. "What the hell is this thing? What am I?"

A voice spoke up inside his own head. It was faint, but it was there. "_Kid, we need to talk._"

—SCENEBREAK—

Deep beneath the city, in a den carved out by its own hands, a monster awakened. He'd had no idea how he'd survived. He'd managed to kill his "son," but his own old man and that obnoxious, wisecracking jackass in the red-and-blue Spandex had torn him apart. He had been left as nothing more than a steaming puddle. But somehow he had survived, and had slowly regenerated. By the time he was sentient again, he'd realized that he had no idea how much time had passed. He was too worried to go up at that point; there might be somebody stronger, who could finally kill him. That close a brush with death would make anyone cautious.

But now, he felt it. That familiar pulse. The sensation of one like him. The original was back in action, and he couldn't pass up the opportunity to tear his old man apart once and for all.

He casually snapped the neck of a passing sewer rat. His old man had been right all those years ago: he only felt alive when he was taking lives.


	4. Proving Grounds

**Chapter 4:**

**Proving Grounds**

"_God asks no man whether he will accept life. That is not the choice. You must take it. The only choice is how." –Henry Ward Beecher_

Aloysius had more or less come to terms with his new "inhabitant." He had agreed to be the symbiote's host, in exchange for the creature's power and wisdom. However, Aloysius was no fool. He had forced the ooze to acknowledge him as the leader of their duo. Mr. Qatrefoil would be calling the shots, not the symbiote.

Aloysius was already developing plans and strategies for combat as the new Venom. He had decided to practice with his newfound abilities after school. He'd told his parents in the morning that he'd be home late. They didn't really seem to care one way or the other.

—SCENEBREAK—

May Parker was in the middle of chowing down on a poptart. She was currently glancing over her chemistry textbook, pondering on exactly why calorimeters had to be made from differing materials.

May's dad, Peter, closed his laptop. "Your mom sends her love," he smiled. His wife, the international supermodel Mary Jane Watson-Parker, was currently in Barbados for a big photo shoot; the contract was worth nearly a million dollars! "So," Peter said as he leaned over his chair's back, "what's on the schedule for today?"

"Oh, the usual, dad: hang out with Aloysius, try to get straight A's, and then go Spider-Girl and throw the beatdown on some baddies."

Peter gave his daughter's shoulder a quick, gentle squeeze. "That's my girl!"

Noticing the time, May leapt up out of her seat, stuffed her Spider-Girl gloves and mask into her backpack's secret pocket, and dragged her father to the car.

—SCENEBREAK—

Aloysius Qatrefoil was very happy to see May that day. Being able to rant about various subjects and know he was understood would help him to alleviate the stress placed upon him by the revelation of the Venom symbiote.

The two of them made faces at each other for the entirety of first and second period, expressing their distaste for the mind-numbing repetition of concepts which should have been memorized by their classmates weeks ago.

May smiled to herself. Aloysius was a good friend, and he made her feel better whenever they were together. Unfortunately, she could never bring herself to vocalize her true feelings for the tall young man. She'd have to settle for just hanging out with him.

—SCENEBREAK—

He strode through the subway tunnels, feeling the call. It was the constant pulse of one like him. He hadn't felt it in so very long…that sensation telling him that he wasn't alone in this world, that there was another one like him. How he so despised it! Soon, he would find his progenitor, and when he did, he'd squeeze the life from its body!

But… But, that sickening thing was not alone. There was another one, perhaps it was…no, it wasn't his other nemesis. But whoever it was, he or she stank almost exactly like that living pinball.

He remembered what life was like before his humiliating defeat. He was powerful, he was feared. He was a "grade-A, bona fide, terra firma, quid-pro-quo, phi beta kappa psychotic killer." In his own words, of course. And now, he could almost taste his future. He would once again be all of those things, and even more! Once he got rid of those two, he could slowly exterminate each and every other possible threat until at last there was no one left who could possibly challenge him.

He saw the lights of the subway station; he could smell those pathetic little piglets already. He strode up the steps, terrifying commuters with his visage. Well, his visage and the fact that he was joyfully disemboweling every third person he saw.

_Look out, New York, 'cause I'm back!_

—SCENEBREAK—

"Well, all quiet on the western front," Spider-Girl muttered to herself as she reclined on a random gargoyle. She shifted impatiently. "Man, the one day I'm really in the mood to take on bad guys and disasters, and the streets are deader than those frogs we dissected last month…"

Suddenly, May heard a collective of screams and felt her Spider-Sense buzz. She looked down at the streets in time to see a van hurtling through the air.

Without a second thought, Spider-Girl leapt from her perch and hurtled earthward. She shot out a quick tendril of webbing and swung back to another foothold. In her year-or-so in the superhero business, May had learned that it was best to see what you were up against instead of rushing in blindly.

May saw a small, thin, nearly liquid form slicing pedestrians to pieces and hurling around various objects. The red shape reminded her of something she'd seen before. May scrunched up her face in thought as she tried to remember where she'd seen it. It had been in her dad's Spider-Man photo album, underneath the headline "_New York Saved From Alien Madman!_" The actual man's initials started with, like, a C and a K… Not Calvin Klein, but something like that. More importantly, however, was his supervillain name.

May's jaw dropped as she whispered the moniker. "Carnage!"

—SCENEBREAK—

Carnage was once again having the time of his life. Ripping people into tiny bits and saturating himself in their entrails and fluids… what better way to spend a Friday? He grabbed a car and chucked it into a huddled group of terrified children, savoring the crunchy squishing noises their small bodies made as they were flattened.

He suddenly found himself bombarded with a veritable hail of gray, oblong "bullets," each one roughly the diameter of a regulation Craps die. Spider-Man! But wait, Spider-Man seemed smaller, and more hippy, and… Mother of ass, Spider-Man had boobs!

"And what're you supposed to be, girly? Spider-Slut?" asked Carnage in his high, bubbling voice. It sounded as though he had inhaled helium and was speaking though tar.

May was practically petrified with fear, but she couldn't show this monster any of her emotions. She stood fast, ready to spring out of the way. She remembered her father's tales of fights against Carnage. He was a dumbass, but he was more than strong enough to make up for it. After all, he didn't have to outsmart her; he just had to squash her. The two stared each other down, each awaiting the other to make the first move.

Carnage struck first, launching red tomahawks from his arms. May's Spider-Sense tingled, alerting her to the danger. She ducked and pirouetted out of the way, impressed with herself. How was she able to detect Carnage with her Spider-Sense, when her dad couldn't? Perhaps it had something to do with Carnage's "father," Venom, having been bonded to Peter. There was no time to think about such things at the moment, however; Carnage lunged forward once more!

May leapt backward, launching a deluge of impact webbing into Carnage's face, chest and shoulders. The only times it even seemed to slow him down was when it hit his eyes, and even then it was almost completely ineffective. Spider-Girl dropped to the ground and slid between Carnage's legs. As she did, she tried for the desperation move: she struck Carnage in the groin, gambling that the human half of this monster would feel it for weeks. She was right. Carnage doubled over, wailing in pain, and May took the opportunity to grab the beast in a headlock and hurl him down the street.

Carnage picked himself up and looked at Spider-Girl with a face that clearly said, "really? You're reduced to that?" He then promptly grabbed an armored car from the back alley of a nearby bank and prepared to hurl it at her.

At that exact moment, a large, gray ball, with a tail extending off of it and bearing great resemblance to a comet, flew through the air from behind May's shoulder and impacted Carnage's chest. As it did, it burst apart like a fragmentation grenade without the combustion. Individual shards of gray, from both the exterior and the filling, shredded Carnage's body. The now brutalized symbiote frame could no longer properly support the weight of the massive, plated vehicle, causing the armored car to drop on Carnage with a satisfying _squelch_. Taking the opportunity while Carnage was incapacitated, Spider-Girl spun around to look at her rescuer. She immediately leaped back, uttering a resounding "whoa!"

Clinging to a building wall was an exceptionally tall body enveloped in a skin-tight black suit. The white spider symbol and large, curved eye patches immediately identified him. Venom growled, baring his razor-sharp teeth.

"Listen, pal," Venom said to the crushed form of Carnage, "I don't know who you think you are, but there's no way I'm letting you pick on this sweet little girl!" Spider-Girl noted that Venom's voice lacked that odd, double-tone quality that her father had spoken of. Instead, an exceptionally velvety, deep bass voice issued forth from the lithe creature's throat.

Spider-Girl finally found her voice once more. "Venom! What are you doing here!? Alive!?"

Venom dropped to the ground, standing up to his full height of seven feet tall. May noticed that Venom was quite thin, less than half the bulk of her father's Venom. "That hurts, young lady. Is that really how you talk to the guy who's quite possibly just saved your life?"

Spider-Girl let her shoulders slump a little bit. "Sorry, but I'm not exactly used to people saving me. Especially not supervillains, which brings me to my next point: I've heard Spider-Man's stories about you. Why are you helping me instead of trying to kill me?"

Venom shrugged. "I'm a new person. The old Venom is gone. Even the 'We are Venom!' phrase is now outdated. Now I'm trying to be a hero."

"Well, I don't really care what you are; you're gonna be a corpse!" Carnage pushed the armored car off of himself, forming his arms into massive axes. He let loose with a bestial scream, charging toward the pair.

Venom placed a hand on Spider-Girl's shoulder, gently pushing her aside. "I'll handle this." He dashed forward, zigzagging wildly.

Carnage lashed out with his first axe. Venom grabbed Carnage by the wrist and flipped the red symbiote over his shoulder in a judo-style maneuver. Venom shot out a leg, crashing it into Carnage's neck. The red maniac liquefied and shot up in a mass of tendrils, attempting to entangle his father symbiote. Venom shot out a line of webbing, pulling a downed power line into his hand. He jabbed it into Carnage's writhing ooze, frying the creature.

Carnage screeched in agony, and struck out at Venom. The red symbiote's scimitar-like hand split Venom's head in two. Carnage ripped off one of Venom's arms, and speared his hand through the black symbiote's midsection. He hurled the torn body into a wall, and smiled evilly as Venom's form impacted the building with a loud "sploot" sound and began to liquefy.

"Was that really it?" asked Carnage. "After all these years, I've finally killed him, and that easily!?" He shook his head. "I don't believe it. That's pathetic." He turned toward May. "Well now, Spider-Chick, it's just you and me." Carnage shot out a cluster of his red symbiote webbing, entangling Spider-Girl. May found herself stuck to the asphalt, unable to move. "And now, I'm gonna disembowel you, slowly…" Carnage stalked toward her, sharpening his fingers into knives. He raised up a hand, grinning in homicidal ecstasy.

"_**KASADY!!**_" The booming, double voice echoed for entire city blocks. Venom stood up, his body reconstructing itself. His body had more than doubled in width, now rippling with classic Venom muscle. The black symbiote's teeth were massive, each one nearly two inches long. The quintessential tongue lashed about, spraying sticky green saliva. Tendrils of symbiotic essence extended and retracted, making Venom's form reminiscent of a much larger Carnage.

The massive beast stalked forward. "_**Cletus Kasady… We have been far too merciful for far too long. Today, this ends!**_"

"Bring it on, old-timer!" Carnage leapt at Venom, only to find himself instantly faceplanted. Venom laughed cruelly as his tentacles retreated from Carnage's form. "_**You don't have a chance against us, Carnage! We're far more powerful and creative than ever before. Our human side is, to be blunt, a genius.**_" Carnage growled. "Oh, just shut up!" He leapt high in the air, intending to drop down and pulverize his progenitor. Venom shifted his right arm into a single massive claw and swung it violently, splitting Carnage in half. Carnage's upper half grabbed Venom and hurled him at Spider-Girl. The massive form hurtled through the air and crashed into a building. If May's reflexes weren't so well-honed and supernaturally enhanced, she would have been crushed.

Venom pushed himself up. "_**Ugh… Did you get the number of that meteor?**_"

Spider-Girl knelt down beside Venom, whispering into the symbiote's ear, or at least where she guessed his ear would be. "He's just too strong. How do we beat him? Not even you can stop him."

Venom looked at her like she was insane. "_**You're smart, figure it out. Symbiotes hate fire and sonics. We're in the middle of a city. Figure out some way to hurt him. I'll keep laughing boy occupied.**_"

May nodded. "Gotcha. Good luck."

Venom smiled at her, and then grabbed a car like a club. He ran at Carnage, whacking him repeatedly with the vehicle. He first swung the car to the left, and then to the right. Then he raised the auto, and smashed it onto Carnage's head over and over again, like something out of an old cartoon. Carnage clutched the vehicle and hurled it over his shoulder. He shot out a tendril of red ichor, wrapping it around Venom's neck. The serial killer tightened his grip around Venom's neck, chuckling. As the black symbiote was incapacitated, Carnage decided to look around for that Spidey wannabe.

_Wait,_ thought Carnage, _how is Venom's shadow that long? And sticking out from both sides!?_ As soon as Kasady finished with his thought, four wormlike, toothy tendrils erupted from the blackness and dug into Carnage, burst in and out of the red psychopath's body.

Venom placed his hands together so that the backs of his hands formed a makeshift "V" shape. Webbing issued forth from both hands, swirling and combining into another gray comet. It impacted Kasady's shoulder, separating the red symbiote's arm from his body. Venom tore Carnage's now disembodied tendril from his neck and leapt upon the smaller symbiote. "_**Carnage, you're nothing but a murderer. You have no intellect. If it hadn't been for Spider-Man's interference, I would have killed you before your first year of life.**_" He raised a big, clawed hand. "_**But we will remedy that today, boy.**_"

Carnage spat in Venom's face. "Then bring it, old man!"

—MEANWHILE—

Spider-Girl stood almost stock-still for a few minutes, just watching Venom's fury and trying to think of what she could do. He'd told her that she was smart, and that she should figure it out. Fire and sonics…fire and sonics… She couldn't just light Carnage on fire; he'd simply stamp it out. But there weren't any sonic devices anywhere near her. May wracked her brain, trying to remember anything that could be helpful.

She suddenly had a burst of inspiration, recalling an old episode of _Connections_. James Burke had been talking about how many of the key ingredients in margarine were used to make napalm! That was it! May shot out a line of webbing and swung toward the nearest restaurant she knew of.

—SCENEBREAK—

Spider-Girl swung open the doors to the restaurant. "People! I need margarine! Now!"

Everyone stared at her. Some burst out laughing, and several complimented her on the realism of her costume.

May rolled her eyes. "This isn't a joke or a gimmick. I actually need margarine. I'm trying to stop a supervillain who's only weakness is fire, and I can synthesize napalm from margarine. No lie." Seeing disbelief in the people's eyes, Spider-Girl webbed up a patron and pulled him to her. "Now do you morons believe I'm the real Spider-Girl!? Get me some damn margarine!"

—MEANWHILE—

Venom dodged another blow from Carnage, spinning around to retaliate with a turning whip-kick. His heel caught the smaller fighter in the jaw, sending Carnage spiraling to the earth. Cletus Kasady got back up, forming one arm into a spiked chain and the other into a good old-fashioned, ball-and-chain flail. Venom sidled in close, where Carnage's swinging weapons couldn't really hurt him, and bit into the symbiote's head! Tearing off a massive chunk of red goo, Venom slid out of the madman's grip and launched another exploding gray web-comet. Aloysius referred to this attack as Fragmentation Webbing, or fragweb for short.

As Venom darted to one side to avoid a tomahawk made of Carnage's essence, he saw Spider-Girl standing there with a bottle of something. He nodded to her, and watched her hurl it. As the bottle sailed toward Carnage, Venom webbed up the psychopath's feet, gluing him to the ground. As the bottle broke, it released a synthesized, makeshift form of napalm along with a smoldering match. The match, exposed to oxygen, began to burn once more in a phenomenon known as a backdraft. The flames rushed out in every direction, igniting the napalm solution. Carnage screamed loudly enough to crack the glass in street lamps as the sticky solution dissolved his body.

Carnage, still screaming, began to run blindly down the street. Venom turned to Spider-Girl. "You harass him this time; don't let up for anything. I'm gonna go get something to squish him."

May nodded, and swung down the street, vexing Carnage at every turn with a hailstorm of impact webbing.

—SCENEBREAK—

Venom ricocheted from building to building, swinging down the streets in search of something large. He'd just found it.

Richie Drummons was a truck driver. He was good at his job, but it wasn't exactly his dream career. His latest shipment had been a number of junkers for the used-car dealership. Now, however, the trailer stood empty. Richie suddenly heard a noise on the roof, like something landing on it. There was a knock on his window, and Richie turned to behold a shark-toothed _something_ knocking gently on the safety glass.

Venom waved pleasantly. "Uh, yeah, 'scuse me, but I'd like to borrow your truck."

Richie paled. "For what!?"

Venom shrugged. "I just need to run over a psychopath." He crawled over to the passenger-side door. "May I come in?" Receiving a numb nod in the affirmative, Venom opened the door and swung in. "Let's switch sides. That way, if things go awry, you can bail." The two carefully reversed their seating arrangements. A black, clawed hand wrapped around the stick shift. Venom grinned insanely at Richie. "Hang on. Things are gonna get bumpy!"

He immediately kicked the truck into high gear and barreled down the narrow streets of the Big Apple. Left turn, left turn, left turn, right turn, left turn, right turn… and then just follow the trail of smoking red ooze.

Spider-Girl had chased Carnage for more than five city blocks. The thing just wouldn't drop! She'd snatched an air horn from a convenience store along the way, and now alternated between peppering the symbiote with impact webbing and blasting him with the piercing din of the horn. She heard the chugging noise of a massive semi, and looked over her shoulder to see Venom behind the wheel! May knew she needed to keep Carnage still, so she just laid on the horn and effused to stop for anything.

Carnage dropped to his knees and, having long ago lost his voice from screaming, held his maw open in a silent wail. He clutched his head, trying his hardest to keep from passing out. Within the semi-trailer's cab, Venom grabbed his own head. "Steady the wheel," he shouted. Even though he was in such pain, the black symbiote still floored the gas pedal and ran roughshod over Carnage. Venom immediately switched to the brake, depressing it fully. When the car came to a stop, he stumbled out of the cab to view his handiwork.

There was a long trail of red goo, much of it caked in the tire treads and lodged up in the wheel wells. What was left of Carnage's torso lay in the street, desperately working to keep from imploding.

Venom chuckled, and Spider-girl joined him on the ground. He turned to her and extended a hand. "Nice job, little lady. That napalm was kickass!"

May nodded. "You weren't too bad yourself, big guy. By the way, where'd you find the semi?"

He shrugged. "Front of the used car lot."

Three red blades came hurtling through the air in their direction. Carnage had re-formed himself, and charged at them. Without a second thought, Venom thrust Spider-Girl aside and stepped in front of Kasady. The red devil thrust forth with a spear made from both his arms, plunging it deep into Venom's abdomen.

Venom grunted in pain, staggering back. Carnage smiled madly, twisting the symbiotic blade in the wound. Suddenly, Venom grinned back. He spread his arms, and Spider-Girl watched as Venom's arms sprouted teeth and widened. In seconds, Venom's limbs were a massive set of symbiote jaws! The black warrior snapped the titanic maw closed, splitting Carnage in two. The upper half, encased in Venom's gigantic new mouth, was instantly dissolved. The bottom half pooled on the ground, forming into an unconscious, human, Cletus Kasady.

Venom staggered back, and leaned up against a car. "Phew! Well, I can honestly say that THAT was one of the single most difficult things I've ever done in my life." He smirked saucily at Spider-Girl. "So, how about we get together tomorrow?"

May took a step back. "What!?"

"Well, if we're going to be partners, we should get to know one another," Venom reasoned.

"And just what makes you think we're gonna be partners?"

"Because we make a good team." Venom gestured to the K.O.'d serial killer lying in the road. "Need I say more?"

May smiled beneath her mask. "Central Park Starbucks at 2:30 PM. We come in our costumes."

Venom nodded. "It's a date," he winked. The black symbiote swung away before May could correct him.


	5. Symbiotes, Lattes, and Chocolate Milk

**Chapter 5:**

**Symbiotes, Lattes, and Chocolate Milk**

May Parker changed out of her Spider-Girl costume, sneaking through her backyard. The sky was nearly pitch-black, and the stars all seemed dead. Not wanting to seem like a burglar, May trekked to the porch and fumbled through her pockets for the key. She staggered through the front door, leaning against the wall. She was utterly exhausted, and with good reason: she had just defeated Carnage with the help of a new and improved Venom. He had quickly captured her interest with his bizarre combination of personality traits. Venom's human half was obviously quite smart, but he was also ruthless. He kept a ready eye on his surroundings, always looking to exploit objects and terrain features in order to give himself an edge, or expand the advantage he already held.

What confused her, however, was the fact that there seemed to be two of him. The initial Venom she'd met was a lithe character, highly mobile. Then, after he'd been decapitated by Carnage, he suddenly doubled in mass and became a brutal, animalistic warrior. But the way he acted…it was so familiar. May felt that she knew his human side. Heck, for all she knew, he might be one of her friends! You never really knew these days, what with all these costumed nutjobs scurrying around in Spandex.

—TIMESKIP—

May didn't want to get up. She really didn't. But, it was noon. Even on a Saturday, crime didn't take a break. In addition to the usual motivation of stopping crime and not ticking off her parents, Spider-Girl had a lunch meeting with Venom. 2:30 was only a couple hours away, and she had to be ready for anything. Who knew what questions he'd ask?

Dressing in a simple outfit comprised of Capri pants and a tank top, May walked into the kitchen. "Hi, Dad," she said nonchalantly as she rummaged through the pantry for the last of the Coco Krispies. May knew that something was up when she didn't receive an immediate response. Turning to face her father, she found a very serious look plastered on his face.

"Mayday, come sit down," he said. Peter Parker's voice was far too monotone for any good news to be coming. He picked up the TV remote. "You know what I saw on the news this morning?" He went to the LIST menu. May could only think of how she wanted to throttle the inventor of the DVR right now. Peter pulled up a recorded news bulletin from CNN. The headline read, "Spider-Girl Stops Carnage's Rampage." Below that, in the finer print, was a sidenote that Venom aided her in the victory.

Peter turned to face her. "May, I'm not angry. At least, I'm not yet. But why didn't you tell me? I mean, Carnage is bad enough, but Venom!? What were you thinking?" he paused. "Seriously. I really want to know what you were thinking."

May took in a long breath. "Okay, Daddy. But once I get started, I won't be able to stop that easily, so please try not to interrupt me." She readied herself to fully retell that night's events. "I was on routing patrol when I saw something red throwing cars around like they were Hot Wheels. I realized it was Carnage. There weren't any other heroes in the general area, and I couldn't just leave him to kill everyone, so I stepped in. I was doing bad, Daddy. I was doing real bad. It's not that I was failing or anything, he was just so far out of my league. Carnage was about to crush me with an armored car when Venom showed up. He turned the tide; put Carnage on the defensive. He distracted Carnage; he was willing to sacrifice himself to give me enough time to whip up that batch of napalm. Bet you didn't hear about that in the news. That's what I used to set Carnage on fire: napalm synthesized from margarine. Anyway, after I lit Carnage on fire, Venom told me to chase Kasady, and not to let up no matter what. Venom went and got a freakin' truck, and ran Carnage over! Then, when Carnage attacked the last time, Venom pushed me out of the way and took the hit himself." May stopped, and took a few breaths.

Peter shook his head rapidly, as if to make his thoughts fall into place. "So, this is a new Venom?" He saw May nod. "And this Venom is a nice guy, as far as you can tell?"

May nodded again. "Uh-huh. It seems to me that he wants to be a hero. And well…" she blushed, embarrassed. "I'm kind of meeting him at Starbucks this afternoon."

Peter craned an eyebrow. "…Starbucks?"

His daughter chuckled. "Yeah. He says he wants us to get to know each other, since we're going to be partners." She held up a hand to silence her father, preempting the rant she knew was brewing. "I'm going there with my guard up; if he is planning to attack me, he won't catch me unaware. Oh, and speaking of that, I found out the hard way that Carnage trips my Spider-Sense. We don't have to worry about any symbiotes sneaking up on me."

Peter just laughed slightly and shook his head in disbelief. "Well, I'm gonna let you go to this meeting, but I hope you know how close you came to being grounded. Now, what are you planning to ask him?"

—SCENEBREAK—

Aloysius Qatrefoil sat on a bench in Central Park, facing the Starbucks. He'd brought a book, both to pass the time and to look innocuous. He was keeping an eye out for Spider-Girl. If she didn't show up, he didn't want to look like a fool and/or scare people by making an appearance as Venom. He checked his watch: five minutes to go, and still no flash of red and blue. If she did show up, she'd be cutting it pretty damn close. But, at least her delay meant that he could finish his chapter. Unfortunately, the book's assassin subplot wasn't nearly as dramatic as it should have been; Aloysius was involuntarily reading the books in reverse order, so he knew the FBI agent would live. But still, a man who got paid 1 million per shot had to do something climactic before he got erased. That slogan wasn't exactly the most innovative, but it was realistic: "The day I fail is the day I die." Ooh, dramatic.

Aloysius looked up, and couldn't help himself from uttering it aloud: "Son of a bitch…" She'd actually showed up! Spider-Girl had just swung in to take an outdoor table at a Starbucks. He couldn't wait to see the tabloid headlines. The endorsement offers would be even more humorous. Aloysius wasn't sure he could be friends with her if she actually accepted one of the offers. He shrugged, and closed his book. A fabricated behavior pattern and a humanlike special effects dummy… Ingenious.

Aloysius enveloped himself in the black ichor of his passenger, and utilized his chameleon ability to slink over to the table.

May sat at the table, eliciting wide-eyed stares from everyone around her. She felt foolish. How had she actually expected Venom to be here? She'd been punk'd!

"Sorry to keep you waiting," said a deep, silky, and most importantly, disembodied voice. Venom faded into visibility in the seat opposite her. "But I wanted you to show up first. You have a good public image. Symbiotes aren't exactly the poster children for ethics or kindness." He looked at the bare table separating them. "You haven't ordered yet?"

Spider-Girl was floored by his question. He actually expected her to go into the coffee shop and order something? Her, as Spider-Girl, go and order a drink!? That was both comical and disturbing at the same time. "Um, no."

Venom smiled. It was only slightly nerve-wracking to see those bladelike teeth. "That's okay. If you do want something, though, I'll buy."

May shrugged, and relented. After all, you only live once. "Fine. Let's go get something." The pair rose and entered the Starbucks' interior. May walked up to the Barista. "I'll take a Grande white chocolate, with skim milk. Put it down for S.G."

Venom grabbed a tiny box of organic chocolate milk and placed it on the counter. Noting the incredulous expressions from the patrons and employees, and the telltale cocking of Spider-Girl's head, Venom scowled. "What? I can't digest coffee. You picked this spot, not me. Besides, I like chocolate."

May just looked at him for a good half-minute. She simply turned around and grabbed her fresh-made latte. She motioned toward the door. "Shall we?"

Venom nodded. Once they were seated, he began the conversation. "Well, since I invited you here, I think it's only fair that you get to ask the first question. Shoot."

The young woman searched her mental catalog of topics and specific questions that she and her father had composed that morning. "Okay: why are you trying to be a hero instead of trying to kill me? I mean, the last headline about you that I saw was screaming about how you were trying to decapitate Spider-Man."

Venom smiled as he nodded. "That's a good question, and quite well thought-out. Bravo. Okay, you know the story of Eddie Brock, right?" He waited for a response, and Spider-Girl replied in the affirmative. "Okay then. Once he was hospitalized for his terminal cancer, my symbiote half came to visit him. Eddie died that day, but he left my Other with his dying request: he told my Other to become a hero. They'd always tried to be a hero, but Eddie's cancer and the symbiote's naivety regarding humans combined to foil his attempts at heroism. So, my Other spent almost two decades searching for someone who could help it to become a true good guy; a real hero. It found me, and now I'm the new Venom." He took a long sip of his chocolate milk. "Now then, it's my turn: why do you do what you do? Why put yourself at risk? I mean, you can't even be a legal adult yet, and you're dealing with these horrific monsters and murderers. I mean, without my Other's wisdom and experience, I doubt I could be doing what you are."

May smiled. That was a big compliment coming from someone as legendary as Venom, even if only half of him was the legend. "Well, I've always had a strong sense of right and wrong. When I found out I had these powers, I instantly felt the need to put them to good use. It also helps that I have a strong family life. And before you ask, yes, my parents know I'm Spider-Girl. Took 'em a little while to come to terms with it all, but now they give me plenty of advice. I was also mentored by the original Spider-Man for a while." She leaned forward in her seat, bracing her elbows against the table. "Does your family know about you being Venom?"

Venom looked down. "No. They don't really care what I do, most of the time. It's only when I'm being rewarded or honored for something that they come to life. The quintessential American family, that's us…" He drifted off, staring into nothingness for a time. "Well, enough dwelling on that. My turn for a question! What's your biggest fear? This encompasses work and your secret identity. You don't need to give specifics, but I'd like to know."

Spider-Girl thought for a moment. "I guess it would be my family getting hurt. I'm terrified that one of my enemies is going to figure out who I am, and hurt my loved ones." She looked at Venom, taking note of the contemplative look adorning his predatory features. "So, what's yours?"

Venom looked her square in the eyes. "My legacy." Realizing that she had no idea what he was talking about, he elaborated. "What I mean by that is the trail of blood and sorrow that my Other has left. If you factor in Carnage, that legacy of pain grows exponentially. My 'grandson,' a symbiote named Toxin, was the first true hero of my line. He died protecting New York from Carnage's machinations. That wasn't pretty. I was so sure that Carnage was dead. Even Spider-Man, who's usually whining about 'oh, we can't kill then, or we'll be just as bad,' helped me stuff Carnage into that blast furnace.

May's eyes widened. That was something her dad hadn't told her. "Spider-Man never told me THAT story."

"As you can guess, it wasn't exactly his proudest moment." Venom stretched a bit. "My turn."

The two spent a good three hours answering questions, chatting, sharing generalized life stories, and swapping life philosophies. May went home feeling that she could trust Venom. She felt genuinely happy for meeting him. Venom went home feeling that Spider-Girl was a strong-willed, trustworthy individual. She and Spider-Man were alike in so many ways, but they also differed in several significant ways. If he'd met her in a different situation, he could really fall hard for her… But alas, he was a shark-toothed alien monster, and she was a lovely superheroine.

Ah, well, tomorrow was another day. Things were always better tomorrow…


	6. Every Day Is A New Day

**Chapter 6:**

**Every Day Is A New Day**

"_I'm a dishonest man, and a dishonest man you can always trust to be dishonest. Honestly. It's the honest ones you've got to watch out for, because you never know when they're going to do something extremely…stupid." —Captain Jack Sparrow_

Monday rolled around, and it saw an exhausted Aloysius and May lurching their way through the high school doors. Venom and Spider-Girl together had stopped fifteen crimes on Saturday and Sunday, and individually they had stopped over thirty.

May was overjoyed to see her friend Felicity Hardy back in school, albeit in a hefty pair of crutches and an orthopedic boot. Felicity had nearly torn a ligament in her ankle while trying to stick a particularly shaky dismount. She'd been out of school for nearly two weeks; slightly less than half of that was spent in the hospital. The two girls embraced, while Aloysius stood at a polite yet amiable distance.

"How're you feeling, Felicity?" asked May.

The blonde girl shrugged. "I feel pretty darn good. In fact, if I was in charge, I'd have ditched these crutches and this nasty boot. But, Mom and Dad have a point, I guess. I'd hate to screw up my foot and never be able to do gymnastics again."

Aloysius nodded. "Damn straight. If it weren't for you, the team would be well and truly screwed."

May smiled. "I hear that!" She high-fived Aloysius, and then Felicity. Then Aloysius gave Felicity a low-five. The trio of friends walked to Felicity's first-period classroom, and then Aloysius and May jogged to their room. The former Scarlet Spider chuckled softly and shook her head. Those two were head over heels, and everybody knew it, except them.

Class had yet to begin, and everyone's minds were fixed on gossip. "Did you hear about Black Tarantula?" asked Simone Desantos. Simone was the current Queen of Mean, a cruel and vapid young woman.

Aloysius rolled his eyes. "No, I haven't heard the rumors about Black Tarantula taking an interest in Carnage's reemergence and setting in motion events which will bust Kasady out of the Vault. Please, do tell me all about it."

May giggled. "Honestly, I don't think LaMuerto will do it. I think somebody like him would be smart enough to see that only a complete idiot would try to employ somebody as…wrong…as Carnage."

Aloysius nodded. "Indeed." He paused. "…Teacher's coming in. To your positions, troops!"

—SCENEBREAK—

May, Aloysius and Felicity sat at the same table in the cafeteria, talking about the latest rumors regarding superheroes.

"I think Black Tarantula might have a crush on Spider-Girl," May said. She really did think so, and she wanted to hear her friends' thoughts.

Aloysius leaned back on the bench, a feat so bizarre that it warranted a double-take from his friends. "He might, but I doubt she returns the feelings. I mean, he's what, eight years older than her? That's a bad move at any time in one's life, particularly when one of them is still a teenager. It snowballs into an even more titanic dilemma when you take into account the fact that she's a superhero and he's the current Kingpin of Crime." He took a large bite of his pepperoni pizza. "Besides that, I figure he'd be way too wrapped up in himself and his pseudo-honorable, illegal enterprise to actually commit to a relationship."

The two girls stared at him. "That was very…wise, Aloysius," said Felicity.

Aloysius shrugged. "It's what I do," he said through a mouthful of pizza. Of course, that's what they thought he said. Much of it was a mess of gagging noises assumed to be fractured syllables.

Felicity nodded. "Swallow your food, man! On the topic of Spider-Girl, what do you guys think of this new Venom she's been hanging out with? Some guys from TMZ saw them chatting at Starbucks on Saturday."

May shrugged. "From what I've seen and heard, he seems like a nice guy. He certainly saved her bacon with Carnage. I doubt Spider-Girl could've taken him without Venom's help." She looked out into the cafeteria. "Oh, man. Jerk incoming."

Simone Desantos sauntered up to them, strutting sensually to catch the attention of everyone she passed. "Well, well, well; what do we have here? A geek," she looked at May, "a cripple," she glanced at Felicity, her eyes lingering on the blonde girl's orthopedic boot, "and whatever you are," she said to Aloysius.

"Cannibal," Aloysius said as he casually raised a hand in acknowledgement. "I'm making the world a nicer place, one bitch at a time. You wouldn't happen to have any salt on you, would ya?"

May rolled her eyes at the Hispanic girl. "Simone, just go away. Go talk to someone who'll pretend to care just so he can ogle you."

"Yeah," Aloysius said, following up on May's train of thought, "these are the best years of your life. After all, once you leave here, your looks will gradually fade. And once your so-called beauty is gone, you'll have nothing to offer society, much less to offer a potential boyfriend. You'll probably end up on a street corner, your sagging leathery skin stuffed into a stained tube top. Here's twenty-five cents." He flipped a quarter onto the table. "Go start yourself a savings account. You're gonna need it to pay for your impending Heroin addiction. Just remember not to share the needles."

Everyone's jaws dropped. Even people who weren't part of the conversation, but were within earshot, were stunned. Simone, for the first time in recent memory, was left speechless. She simply turned and dashed off, trying to retain some semblance of dignity.

"Wow, Aloysius," Felicity whispered, "you've given her some pretty cutting insults before, but I think that was a little off-sides. I mean, just wow."

Aloysius nodded solemnly. "I know. It just came flooding out, and it was like a dam breaking. Once I got started, I couldn't stop it if I tried… But, I don't want to dwell on the negative. Let's change the subject."

As they spoke, Aloysius started a side conversation within his psyche. _Hey, symbiote! What was up with that? I have a feeling that little outburst was your doing, so I'll ask nicely: what were you thinking?_

"_Don't blame me, kid,_" it replied within his mind, "_It wasn't me, and it wasn't you. It was a combination of us both. You felt the anger, and the words entered your mind. I was kind of like a verbal and emotional lubricant. Your feelings were so strong that they just slipped out. It's kind of like when we go from our thin form to that hulking, brawler Venom. Our feelings are so strong that they prompt the change._"

_Yeah,_ thought Aloysius, _I'd been wondering about that. What exactly is that bigger form, anyway?_

"_Well, it's like this: when we first become Venom, your mind is in control. I'm more like the co-pilot; mostly just there to make everybody feel safer. However, since we're not synchronized, we lack a fair amount of our power. Don't get me wrong, we're still plenty strong; if I had to gauge it, I'd say that in our normal form we're about as strong as when I inhabited Eddie Brock. But when your emotions–particularly the negative ones–escalate, we merge and operate at maximum capacity. At that point, I'd say we're not that much weaker than Carnage, and we're sure a hell of a lot smarter than that moron._"

Aloysius was pulled back into reality by a statement from Felicity: "I wonder what Venom looks like under the symbiote? I'll bet he's cute. Hey, Venom's around the same age as Spider-Girl; you think they might end up going out?"

May shrugged. "Can't say at this point. I mean, Venom's been out and about for less than a week. We don't really know all that much about him. But, you never know."

Aloysius nodded. "Yeah. From what I've seen in the news and such, Venom and Spider-Girl are pretty compatible, personality-wise." He thought of a new subject. "Hey, while we're on the topic of superheroes unmasked, what do you think Spider-Girl looks like without the blue and red?"

Felicity smiled, glancing at May. "I'll bet she's gorgeous; a total knockout, perfect ten."

May shrugged. "I figure she looks about average. How about you, Aloysius?"

"Well, she obviously has a nice figure, but the face is a real deal-breaker. If she's got an ugly face, it doesn't matter what body she has. But I'm guessing that she's at least fairly attractive."

The principal's voice suddenly blared over the PA. "Students and faculty, there is a shootout occurring just outside school grounds. Drop to the floor and find a safe place to hide. Interior rooms would be best. Everyone in the cafeteria, proceed inside in an orderly but swift fashion."

Aloysius quickly separated himself from his friends, and May nodded to Felicity. The two teen heroes, each unaware of the other, changed in the bathrooms. Obviously, Venom changed faster than Spider-Girl. But, since the men's bathrooms were farther away, the total time required to adopt their superhero personas was about even.

While Spider-Girl dashed out of the bathroom and ran through the school's interior, Venom distended himself and slipped through a cracked window. The pair encountered one another on their way to stop the fighting.

"Fancy running into you here, Spidey," Venom laughed.

"Yeah, one might think you're stalking me."

"What makes you think I'm not?"

May was about to shoot back with a witty reply when she spotted the cause of the commotion. This was no ordinary gang shootout. Black Tarantula's subordinates were waging a high-tech duel against a platoon of gritty, ghetto cyborgs of questionable origin.

"Well," Venom chuckled, "shall we go say konnichiwa?"

**Author's Note:** If you didn't read my note beneath the disclaimer in Chapter 1, then let me restate it here: I've never actually read Spider-Girl, and my portrayal of the characters, in both appearance and personality, is mostly guesswork. If I've described a character as looking a certain way when he or she clearly looks different in the comics, let me know. If a character's actions seem too out there, let me know. I suspect I'm doing at least a so-so job, but I'm trying to make this story great. Drop me a line or leave me a review, and tell me what you think along with any errors I might have made.


	7. Baptism By Fire

**Chapter 7:**

**Baptism By Fire**

Quickly assessing the situation, Venom turned to Spider-Girl. "You handle Black Tarantula's toadies. I'll take the cyberized man-thingies." He then leapt high into the air, crashing down onto – and through – one of their Hummers. Venom rose from the havoc and immediately grabbed the nearest man by the face, slamming him into the ground with considerable force. Satisfied that his first victim had been rendered indefinitely unconscious, Venom moved to his next target.

As the alien hero sowed chaos and devastation in the cyborgs' group, May bounced around Black Tarantula's henchmen. The men were clichés of the highest order: black suits and ties, dark sunglasses, and they were all either bald black men, white men with crew cuts, or Asian guys with close-shaven hair and teeny tiny mustaches. "Wow," May laughed. "You guys are, like, what Universal would put out an ad for if they needed extras for a stereotyped mob movie. Congratulations, you've managed to further degrade yourselves without any outside help! Give yourselves a big pat on the backs. That'll make it harder for you to aim, allowing me to do this!" She catapulted herself on a web-line, crashing her heels into a big man's chest. The guy went down hard, and Spider-Girl restrained him with generous amounts of webbing.

Venom laughed, watching out of the corner of his eye as Spider-Girl bounced around, vexing and injuring the suits. He spun to his right and delivered a backfist strike to one of the men's faces, shattering his metal jaw and sending the cyborg flying into a parked roach coach. These guys had all obviously ordered their outfits and parts from some sort of amateur villains' catalog. They were dressed in military olive drab or jungle camouflage, with dark, shiny chrome cyberbionics. They carried clunky, oversized energy weapons with limited range. The men seemed to favor shock factor over efficiency, making them far less than a challenge for someone like Venom. That is, until one of them landed a cybernetcis-enhanced punch on Venom's jaw. The black symbiote was staggered for a moment, as he popped his mandible back into place. Okay, they were strong, but no big deal. He was far, far stronger.

Spider-Girl landed a bone-shattering punch, sending yet another cookie-cutter goon spiraling to the ground. "Hey, why are you guys even here anymore? You'd think after I cold-cocked the fifth dude, that you'd pack up and leave. Why hang around to get pummeled?"

One of the men, obviously of a higher rank than most of his comrades, spoke up in between spitting out teeth. "We're here to stop them. Those men are working for a new guy in town, one who's nowhere near as honorable as Black Tarantula. Mr. LaMuerto thinks that these cyborgs are just the start of a surge; this new crime boss obviously has access to very advanced and extremely dangerous technology."

Spider-Girl grabbed the man by the lapels of his perfectly-pressed blazer. "How dangerous are we talking, here?"

—SCENEBREAK—

Venom chuckled. He was having the time of his life. The enemies were strong, and they had the advantage of numbers, but that just made victory all the sweeter. He stopped another robotically enhanced punch, tearing off the metal limb and beating the man with his own prosthesis.

That's when the car landed on him.

Venom shoved aside the crumpled remains of the vehicle, shaking off the shock. "Hhhbbbbb!" He turned to see who'd had the gall to hit him with a Buick. Standing before the symbiote was a big man, nearly as tall as Venom and almost twice as broad as the svelte hero. The cyborg was almost entirely metal, with only small patches of dark skin contrasting sharply against the chrome of his bionic armaments.

The man grinned, his steel mouth contorting. It made Venom quite uncomfortable. "I was waiting for you to show up, Brock. I've got some presents for you."

"Well," said Venom, "it would be unethical for me to accept them. You see, I'm not Eddie Brock, you idiot. Maybe if they hadn't replaced your brain with a Hamtaro game cartridge, you might be able to actually think instead of just stomping around scaring children and small animals."

The cyborg laughed. It was a hollow, echoing metallic sound, reminiscent of air ducts, or a prison after lights-out. He whipped out an energy pistol and took several shots at Venom. The shark-toothed alien dodged the first few blasts, but one clipped him in the shoulder and another winged him. Venom spun slightly and crashed to the ground. "This is what we've nicknamed the Cripple Cannon. Doesn't do much damage, but you'll feel it for weeks. Oh, and did I mention that is temporarily shorts out your nerves? No more motor skills, friend." The big, metal man walked over to Venom and hefted the tall, black alien over his shoulder. "Well then, I guess we'll be off. The boss will definitely want to have a look at you."

The cyborg took only a few steps before he was suddenly floored by a massive blow to the jaw. Standing before him was Spider-Girl, looking quite enraged. She was so tiny and weak compared to him, and yet her anger caused him to take a pause.

"Leave him alone," spat May at the man. She didn't care that he was bigger, obviously stronger, and far better armed than her; she wasn't going to let her new friend get kidnapped. She dropped into a crude copy of a fighting stance she'd seen Venom use. It was for turning an opponent's strength against him, a technique she'd most certainly need.

"This doesn't concern you, little girl," he shouted as he barreled toward her. The cyborg reached out with his big arms, only to have Spider-Girl latch onto one of them and flip him over her shoulder, sending him crashing face-first into the ground. He barely managed to force himself up; it felt like he'd just fallen out of orbit. This little thing might not be as strong as him, but she was plenty strong enough to take him down. So, he did what any underhanded skag would do when faced with the possibility of defeat: he whipped out a semiautomatic pistol and began plugging away.

May's eyes widened as she saw the man draw a gun. This wasn't routine anymore; she could now die with any slip-up. Relying on instinct, agility, and her Spider-Sense, she did her absolute best to avoid being shot. She launched a line of webbing at the gun, ripping it from the man's hand. She then pummeled the cyborg's exposed skin with impact webbing, eliciting grunts of pain from the metal man. Suddenly, he rushed forward. Even as May's Spider-Sense was warning her of an attack, she found the man's cold, metallic hands close around her throat.

His entire body had subconsciously recoiled every time the deafening crack of gunshots echoed through the streets. That was probably what had awakened him. But when he heard the soft, feminine voice gasping for air, that was when he sprang to his feet. His body quickly became broad and rippling with alien muscle. His jaws distended, sprouting massive saurian teeth, as his insanely long and flexible tongue lashed around. He threw back his head and let out a feral scream. "_**Get your filthy hands off of her, fleshling!**_"

The cyborg threw Spider-Girl aside, grinning wildly. "So, it's true, what the boss said about you. He said you'd be able to withstand the Cripple Cannon, and that I should come prepared!" As he uttered these words, his left arm split in two, folding open to reveal a long, tapering tube. He flexed, and jets of white-hot flame erupted from his arm. The fire struck Venom in the chest, causing the symbiote to release an ear-splitting screech and fall backward. The cyborg strutted over to the spread-eagled Venom, dousing him in another wave of vicious flame.

May watched, horrified, as her friend writhed in the onslaught of fire, and then stopped struggling. His massive black head lolled to one side, the large white eye patches fading to match the color of the rest of his suit. A long, quiet, final breath issued forth from the symbiote's throat, and his chest ceased its rise and fall.

The cyborg laughed. "Oops, I think I killed him. Ah, that's okay. All we need is a tissue sample, anyway. I think he should be viable for at least another five hours…" He turned to face Spider-Girl, brandishing another gun-shaped weapon. "And as for you, I know quite a few people who would pay good money for the body of Spider-Girl!" He shot, and the blast tore through May's left side. It missed her vital organs, but the pain was excruciating. She screamed, louder than she'd ever believed possible.

May fell to the ground, too wracked with agony to do anything besides wail.

A news helicopter circled overhead, broadcasting a live feed. Inside Midtown High, Felicity Hardy and her classmates listened to the radio commentary of the encounter. "Venom is down, Venom is down! He-he looks like he's not getting up! He might be dead and–ohmigod, Spider-Girl's been shot! She's down! Wha…wait. Venom's getting up… He's lurching a little, but he's standing. He's walking up behind the cyborg, and – OH GOD!!"

The cyborg laughed. "By the way, little girl, my name's Mack. Like the truck. No idea why I'm telling you; you're gonna be dead in a few seconds. Guess I just don't want you going to hell without knowing who put you there."

May was about to respond. She was even contemplating pleading for her life. But then she saw Venom twitch, and then move. The massive creature lifted itself up, finally attaining what might loosely pass for a standing posture. She didn't take her eyes off of Mack, but she watched Venom from the corner of her vision.

The huge creature sidled silently up behind Mack, until it was standing just inches away from him. May smiled behind her mask. Venom would save her. He raised a titanic claw, preparing to knock Mack to the ground and incapacitate him. He brought his massive, powerful arm down in a swift arc, and sliced clean through Mack's body. Mack was split diagonally, from his right shoulder to his left hip. His mouth hung open in a stunned scream which would never be uttered. Venom's tongue lashed out, wrapping around Mack's steel neck. The tongue retracted, pulling Mack's head into reach of Venom's powerful jaws. The symbiote snapped his teeth shut, crushing the cyborg's skull like a ping-pong ball.

Venom threw his – no, its – shoulders back and unleashed a mighty roar unto the heavens, proclaiming its demonic existence. It looked down at its feet, noticing May. The beast growled, and took an earth-shaking step toward Spider-Girl. The look on its otherworldly face was one of hunger, of bestial ferocity. There was no humanity in that thing; there was barely sentience!

Even though she was wounded, May knew she'd have to move. Her Spider-Sense went into overdrive, buzzing so hard that it felt as though her brain was drilling a hole through her skull. She slammed the heels of her palms into the ground, shooting herself back several feet just in time to avoid a huge claw crashing into the asphalt where her spleen had been just seconds before. May forced herself to stand. She couldn't beat Venom one-on-one. Maybe, since its mind had seemingly deteriorated, she could have defeated it under normal circumstances. Unfortunately, she was currently sporting a rather large wound between her ribs, and was in no condition to go leaping around.

"Venom, please," she said. "It's me, it's Spider-Girl. Remember how much fun we had at Starbucks on Saturday? C'mon, man. You went through, like, five chocolate milks that day! Please, tell me you remember that." The creature simply growled in reply. "Oh, god, Venom. Please, don't do this! I don't want to fight you; I can't fight you in my condition. You're a hero, not a monster. Don't give in to it. You're better than that."

—SCENEBREAK—

Felicity had heard enough. The newscaster was making it out that Venom was about to kill May, and she couldn't let that happen. Felicity had promised to hang up her Scarlet Spider costume, but she figured this to be an extenuating circumstance. Even though her ankle was injured, Felicity had to do something, anything! Making sure no one would notice her departure, the blonde girl slipped out of the classroom and snuck into the janitor's closet. Several minutes later, the Scarlet Spider leapt out and rushed to the scene.

—SCENEBREAK—

Venom finally landed a hit, delivering a devastating open-handed slap to the left side of Spider-Girl's face. May fell to the ground, spitting blood into her mask. She looked up into the monster's face. This was how she was going to die: murdered by a fellow hero. How unequivocally sad…

"Hey, ugly!" The voice cut through the tense silence like an Adamantuim blade. Venom spun to see a young woman in another spider costume limping toward the battlefield. Felicity struck a combat pose, although the sheer pain in her leg made her want to simply double over and scream bloody murder. "Leave my friend alone!" She brandished her Scarlet O' Nine Tails, trying to appear sufficiently intimidating.

Venom roared at her, advancing on the un-powered girl. May threw out a hand. "Scarlet, no! Run! You're going to die!" The symbiote growled, but the rhythm and tone made it sound more like a cruel chuckle.

"No," said Felicity. "I'm not going anywhere. If he wants you, he's going to have to go through me!" _And it looks like he's going to literally go through me,_ she added mentally.

Venom strode toward the Scarlet Spider, its green saliva spattering the ground as it drooled in anticipation. Felicity stared the creature directly in the eye, unmoving. The symbiote reached down and clutched the girl by her shoulders, applying unbearable amounts of pressure. Scarlet had to bite her lip to keep from screaming. Venom opened its jaws wide, and leaned in to rip out her trachea.

And suddenly, the creature threw itself back, away from the girls. "_**What am I doing!?**_" he shouted. Venom surveyed the horror he had created, including the crippled and maimed cyborgs and Mack's severed torso. He staggered back. "_**Wh-what did I do? What was I about to do!? Oh my god, I'm a – I'm a monster! AAAAAAAAAAAAAAAAAAA!!**_"


	8. Prisoners Of Our Own Device

**Chapter 8:**

**Prisoners of Our Own Device**

"_Which is the greater prison, I wonder? The one made of steel and concrete, or the one constructed within one's own mind, where we keep our true and unrestrained selves locked away, never to be seen by the world…" –Vherstinae_

As Venom sat, shuddering in horror, at the epicenter of the battlefield, the screech of jet engines announced the presence of a S.H.I.E.L.D. helicarrier. Jump-jet troopers poured out of the behemoth aerial command post, surrounding Venom and threatening him with sonic weaponry. As the faceless grunts formed a circle around the alien symbiote, Josiah Brooks emerged from the helicarrier in a personal hovercraft, floating gently down to earth. The current leader of S.H.I.E.L.D. stepped onto the asphalt, brandishing a flamethrower and sonic blaster. Apparently, they had come prepared.

Brooks stood before the symbiote. "Unknown human host, alias Venom, you are charged with destruction of public property, murder, attempted murder, multiple counts of aggravated assault and assault with a deadly weapon – namely yourself – and actions befitting of a supervillain. Until such time as we deem you to be no threat to society, you will come with us and be contained in S.H.I.E.L.D. custody."

Venom, who had long since shrunken down to his normal, thin size, looked up at Brooks. "That's fine. I'll come."

Spider-Girl ran up to Brooks and Venom. "But that's not fair! He was almost killed! I think he actually died for a few seconds! He was temporarily insane! You can't arrest him for that!"

Brooks whirled around and poked May in the collarbone. "I can and I will, because I've been authorized by the United Nations to do so. Got a problem with that? Take it down the street." He gestured in the general direction of the U.N..

Spider-Girl slapped his hand away. "Oh, you can count on it." She saw Venom being fitted with energy handcuffs, and dashed over to him before Brooks could grab hold of her. She looked up at him, and even through her mask her sadness was obvious. "Venom… Is there anything I can do for you before you leave?"

Venom thought about it for a moment, and then mentally shrugged. It didn't matter if it made him look like a sissy; he really needed one right now. "Can I have a hug?"

May giggled sadly and wrapped her arms around the big black alien. "I'll come to visit you," she whispered.

"I'd like that," Venom muttered in reply. He then straightened up and walked purposefully toward the helicarrier. Before entering, he turned around and spoke loudly. "Let it be known that I am complying of my own free will. I will not be thought of or treated as a criminal or evildoer. I am Venom, and I am a hero."

Josiah Brooks poked Venom in the back with his flamethrower, and motioned toward the carrier. "Yeah, yeah; I'm going," was Venom's reply.

As the helicarrier took off with an imprisoned Venom on board, May raised up a hand to wipe her tears, only to realize that she was still wearing her mask. She turned to Felicity, who was also still in costume. "Scarlet…why am I so sad? I've only known him for a few days, but it's breaking my heart to watch him leave."

Felicity shrugged. "Sometimes, you can just tell right off-the-bat if somebody's a good person. And I think Venom's a good person…" She winced a little as she tried to turn around, remembering her damaged ankle.

Spider-Girl put a steadying hand on her friend's shoulder. "C'mon, let's go get patched up."

—SCENEBREAK—

Venom found himself pushed and manhandled during the entire walk to the containment block. Just because these guys were supposed to be authority figures, and they had big guns, didn't mean they could bully people. It was almost as though the wanted him to snap, to attack them… So they could have a legitimate reason to kill him!

Venom strode into one of the cells, and his energy cuffs deactivated the moment the cell's containment field came online. He looked around at his new temporary home: a low cot, so obviously uncomfortable its potential discomfort could be seen from clear across the room; a sink with only one handle, no doubt only for cold water; a modern-day chamber pot in the corner…just the idea of using it caused vomit to rise to the back of his throat.

The clomp of military-issue boots signaled the arrival of good ol' Josiah. Brooks pulled over a folding chair, and sat backwards on it, resting his elbows and chin on the backrest. "Now then, Venom: you're going to tell me who your human identity is, and what interactions you've had with other people. You can tell me voluntarily, or I can make you."

Venom pretended to think. "Hm… How about I give you a double-fisted bird–" He flipped Brooks off with both hands, "–and then, after you try to torture the information out of me, I break out of here and go public about how the U.N.'s lapdog is breaking the Geneva Convention's basic rules right under our noses. How bout that, eh?" He shifted his weight from one foot to the other. "I agreed to come with so I could be tried as Venom, psychologically evaluated as Venom, and then hopefully released as Venom. I'm not telling you diddly about my human self, Zippy."

Brooks sighed. "Well, that's unfortunate. Because now you've officially broken one of the S.H.I.E.L.D. Martial Laws: you've failed to cooperate in a SHIELD-operated interrogation. Therefore, I am now fully authorized to torture you til you talk." He pushed a button. "Legality's a bitch, ain't it?"

A piercing, banshee wail ripped through Venom's cell. The raging cacophony of pure suffering tore at the symbiote, driving it to the brink of madness. Venom fell to the ground, his symbiote writhing. He squeezed his eyes shut, and focused. He focused on his memories, on his hopes and dreams for the future. He envisioned what life might be like in twenty years, and where he'd be. Of course, his dreams weren't too cryptic: him, as Aloysius, standing next to May. They both had gold bands around their left ring fingers, and were living in a large loft near downtown. Suddenly, Venom realized something: the screeching had faded from his mind. Of course, as soon as he noticed its absence, it returned with a vengeance. He concentrated again, this time focusing solely on May. He envisioned her in his mind, and kept her there. She wasn't doing anything special; just sitting at her desk, as he imagined she'd be doing right now.

Josiah Brooks saw something he just couldn't believe: Venom had gone from a flailing, screeching mass of terror to a solid form, even though the sonic scream continued to pour into the cell at its maximum volume. Venom stood, and strode to the cell door. He looked right at Brooks, and smiled cruelly. "Thanks, Brooks," he said, his deep basso voice slicing through the high-pitched screech. "You've just taught me how to overcome sonics. Give yourself a huge pat on the back."

—TIMESKIP—

Venom was awakened by a familiar scent. Spider-Girl was aboard the helicarrier, and she was coming his way! He climbed off of his cot, and walked up to the shielded door. As the blue-and-red superheroine came into view, Venom waved casually. "How's it going, Spidey?"

May smiled. Venom seemed alright; that was good. She'd been terrifying herself with thought of vicious S.H.I.E.L.D. interrogations, but it seemed like he hadn't been bothered at all. "I'm doing good. How about you? Are you getting some Freudian analysis, or anything like that?"

Venom shrugged. "Not really. The first day I was here, they tried to fry me with a sonic blast. But all that did was teach me how to resist sonics. Now it looks like the only thing that can hurt me is fire, and I'm sure I'll figure out a way around that. As for the Freud stuff, well, you're the first person to visit me since that first day. It's been really boring."

Spider-Girl scowled. "There's no way I'm letting these guys get away with that! You wait here, Venom. I'm gonna have a little chat with Mr. Brooks…"

—SCENEBREAK—

May strode onto the bridge, immediately sighting Brooks. "Alright, Brooks, what's the big idea!? First you try to rip Venom apart with some sort of sonic cannon, and now you're just leaving him in there without any analysis? What, do you plan to keep him there indefinitely!?"

Brooks looked down at her, and not in the standard manner meaning that his height was greater. He looked down at her in the way of saying, "Hey, you're just a kid; what the hell do you know about anything?" And she didn't like that look.

"Young lady," Brooks began. Oh, hell no! There was no damn way he was going to give her a 'young lady' talk! "You have to understand, Venom is a very dangerous creature. His mind is twisted and warped, and his sense of good and evil is completely skewed. He's not at all safe to be walking around in public."

May let out a quiet roar of exasperation. "How do you know if he's dangerous, twisted, and skewed unless you give him a psychological evaluation. And if you expect me to take your word for it, to just trust that you know best, then you absolutely must be shrooming. There's no way I'm trusting the word of a guy who tortured a voluntary prisoner on his first day here!" May stopped for a moment, realizing that she was pushing this conversation in the wrong direction. "…Sorry. But you have to understand, whatever your feelings were toward the previous Venoms, like Brock and Gargan, you have to realize that Venom has just as much potential to be good. I mean, you remember the case with Normie Osborn and his Venom-symbiote! It gave its life to save me! When Venom is bonded to a good person, it becomes good itself. And I have no doubt in my mind that Venom is a good person. His indiscriminate violence that day only occurred after Mack had blasted him with a flamethrower, and possibly killed him for a few moments. When Venom got back up, his rational mind wasn't functioning. Only his most basic brain functions were still intact, such as 'breathe air,' 'beat heart,' and 'keep from getting killed.' He only attacked me because his mind hadn't rebooted enough to tell friend from foe. Are you honestly going to stand there and tell me that, if you couldn't tell your allies from your enemies, that you'd stop at defeating one when there were two more left?" She took a breath, gathering her thoughts. "Everybody deserves a second chance. The symbiote's host gave it a second chance; let's give Venom one, as well."

Brooks just stared at Spider-Girl for roughly half a minute. "Spider-Girl, that was an amazing, heartfelt, eloquent speech. If he can inspire that much trust and faith from you in such a short amount of time, he has to be doing something right. Okay, I'll let him off the hook this time. But he's on probation! If he does anything too violent or monstrous, he's back in here for an indeterminate length of time. Understand?"

May smiled. "Thank you, sir." She then dashed off to share the good news with her tall, black-suited friend.

—SCENEBREAK—

Kenneth Peters was not looking forward to his duty today. He had to tell the boss that the plan had failed. That would most likely result in pain, and Peters was pretty sure he was allergic to pain. As he rode the elevator all the way to the top floor, he mentally rehearsed what he was going to say. The doors slid open, and Kenneth walked into the hallway. Unlike most executives' hallways, there were no adornments; no priceless art, no photographs of the boss with various famous persons, nothing. It was just a long, dark corridor. And it was scarier for it.

Kenneth opened one of the two massive, solid-oak double doors. "Um, Mr. White?"

Abel White opened his eyes, although it was hard to tell given the fact that he always wore a pair of pitch-black sunglasses. "Yes?" His voice was deep and rough, the voice of a man who'd seen it all and lived to tell the multifarious tales.

Peters shifted uncomfortably. "Um, sir, Mack and his team failed to secure the target. We were… Well, quite frankly, sir, we were waiting to tell you in hopes that you wouldn't be as angry if we told you several days after the fact." He swallowed hard. "There were no survivors, and the target was taken into S.H.I.E.L.D. custody."

Abel snickered. "I know. It was plastered all over the news. What, you thought I didn't watch TV or read the paper?" He turned toward the massive window, looking out at the Hudson River as the sunset dyed its waters a lovely red-orange color. "Was that all?"

Kenneth nodded, still terrified. "Yes, sir."

Mr. White turned, smiling evilly. "Very well, then."

When the elevator came down from Mr. White's office, only Abel himself was aboard it.

—SCENEBREAK—

Norman "Normie" Osborn and his wife Brenda Drago sat in their Gulf Stream private jet, sipping champagne as Norman looked out over the Atlantic. The first thing he'd do when he got home would be to go see May, and find out any juicy bits of superhero gossip had popped up during his absence.

He was certainly going to be in for a shock when he found out about Spider-Girl's new crime-fighting partner.


	9. Ghosts of the Past

**Chapter 9:**

**Ghosts of the Past**

Normie Osborn disembarked from his private jet, satisfied that OsCorp's European ventures were intact and growing, much like the rest of the company. Checking his watch, he saw that May should just be getting out of school. He pulled out his cell phone and dialed her number. "Hey, Mayday! I'm back in town! Let's get together, maybe some coffee today?" Brenda grabbed the phone for a moment. "Hi, May! Looking forward to seeing you!"

On the other end of the conversation, May laughed. "Tell Brenda I'm looking forward to it, too. Listen, Normie, let's meet somewhere a little more…private. I have some important news." She paused, listening to Normie dance around the topic she was trying to indicate. It was always difficult discussing superhero business over the phone; you never knew when you'd be bugged. "Yeah, that's right. That kind of news. Okay, Normie. See you then!"

Aloysius came up behind May. He would have startled her if it weren't for her Spider-Sense. "So, Osborn's back in town?"

May let out a slight 'eep' and jumped a little for appearances' sake. She turned to face him, looking startled. "Yeah, he just got in." As Aloysius walked her to her dad's car, May couldn't help but ask: "Hey, by the way, where were you last week?"

Aloysius looked down. "You're going to think this is so incredibly stupid… A spider bit me on the ass, and I was out all week with almost no feeling below the waist." _After all, I can't tell her the truth: 'Oh yeah, May. I'm Venom, and I went berserk and sliced a guy in half, getting myself locked up in S.H.I.E.L.D.'s helicarrier until Spider-Girl came and managed to bail me out. I'm a shark-toothed, homicidal alien. So, wanna go get a hot dog?' Yeah, right!_

"_But you could tell her the truth, kid,_" the symbiote pointed out. "_If she's really your friend, she'll love you for who you are, not what you are. If she's a true friend, she'll try to help you through this._"

They had reached the Parkers' car, and Aloysius bade May goodbye as her dad Peter drove off. The tall young man sighed, stuck his hands in his pockets, and began the long trek home. He was so insanely lucky that his parents were apathetic enough not to scrutinize his explanation for a week's absence from the household. Although, wouldn't it be better if his parents cared at all? Perhaps then he could confide in them; perhaps then he could have someone with whom to share his secret. Ah, but there's no sense in wishing for something that will never happen. He absently kicked a wayward concrete fragment as he trudged along. Some things would never change…

—SCENEBREAK—

The best place for May, Normie and Brenda to meet without being observed was in Normie's office. Norman and Brenda sat behind the desk, Brenda drinking a protein smoothie. Opposite them sat May Parker, who was slowly sipping a gourmet espresso Normie had called in for her.

Norman stretched slightly. "So, May, how've you been? The superhero business treating you okay?"

May nodded. "Yep. I haven't been in too much mortal danger for the past couple of weeks… Normie, it's a good thing you're sitting down, because I have some absolutely massive news for you." She took a deep breath, thinking of what she should tell him first. "Carnage is back." Ignoring the startled gasps, she continued. "Not only that, but it's Cletus Kasady in there, or at least what's left of him. That was one of the times where I actually thought I was going to die. But, thankfully, I was saved…" _Here comes the big one,_ she thought. "…By Venom."

Normie almost fell out of his seat, Brenda steadying him. "VENOM!? B-but, she's dead! She can't be alive! I, I felt her die…"

"I honestly don't think it's the same symbiote. Venom is perfectly happy to be called Venom, and he acts differently. He and I are kind of partners right now, and he's a nice guy. I'll talk to him later today or sometime this week, and see if his symbiote knows what's up with there being two Venom-symbiotes."

Norman just sat there, his jaw slack with disbelief.

"Anyway," May said in a deadpan, "now that the superhero stuff is done with, how are you two doing?"

The trio spent hours sharing stories and reminiscing about past exploits.

—TIMESKIP—

It was raining heavily as May left the OsCorp building. As she left, she noticed that a nearby building had one too many gargoyles. She did a double-take, and recognized the smooth form for what it was. Quickly changing into her Spider-Girl outfit, she swung up to land next to Venom. "Hey, big guy. What're you doing up here?"

The rain landed on Venom's "skin," sliding off immediately. "Stakeout. I have a feeling, deep in my gut, that those cyborgs came from around here." He looked over at Spider-Girl, and how she was obviously uncomfortable in the rain. "Heh. That's another good thing about an organic costume. I don't have to worry about getting soaked."

She gave him a playful shove. "Hey, while I'm thinking of it, have you ever heard of Normie Osborn?"

Venom shrugged. "Only in the news. Why, do you want to gossip? I'm surprisingly interested in gossip."

May shook her head. "No, it's nothing like that. What I wanted to know is: has Normie Osborn ever been a host to your symbiote?"

"No, of course not. Why do you ask?"

"Well, because there was another Venom."

Venom immediately whirled on her. She couldn't tell if he was shocked, enraged, or afraid. Probably a good mix of all three. "What!?" He grabbed her by the shoulders. "Tell me everything."

May did, omitting only personal details. "…The symbiote said it was female. And when it leapt in front of the Hobgoblin to protect me, Normie felt it die."

Venom appeared lost in thought. "Mmm… The grief my Other felt was so severe; it could very well have been too much for one being to bear…"

Spider-Girl cocked her head. "So, you're saying–"

"–That my symbiote likely split in half without its knowledge, in order to lessen its sorrow. A sister symbiote, with all the same memories and abilities, was formed. And its host's loving nature made it into a good person." He leaned back, looking thoroughly relieved. He looked over at Spider-Girl. "You know how I told you I feared my legacy? Well, it looks like I have just a little bit less to worry about."

—SCENEBREAK—

Fabian LaMuerto sat in his office, going over plans and stratagems. For the first time in a long while, he was worried. He was afraid for Spider-Girl, first off. She was nearly killed by that cyborg, and then that maniacal symbiote tried to disembowel her. How she could have vouched for that, that ANIMAL, was beyond him.

The other thing that worried him was the fact that he didn't know who had sent those cyborgs. They had hunted down his men, but they were never the cyborgs' targets. It seemed that Venom had been the metal men's objective. But who were these men, and who was leading them?

His desk-mounted communicator crackled to life. Fabian tensed, expecting news from his front-line grunts. Instead, it was just his secretary. "Mr. LaMuerto, there's a call for you on the VidPhone. Shall I patch you through?" Fabian sighed and said yes.

The large LCD widescreen display descended from the ceiling, switching on to reveal a tall, slim man. His skin was deathly pale, and his hair was silver despite his age being no more than thirty-five. The man wore a set of pitch-black sunglasses, obscuring his eyes. But the most disturbing thing about him was that all-knowing smirk which graced his features.

"Ah, Mr. LaMuerto," the man's voice was flowing and even, "or can I call you Black Tarantula?" He waved his hand dismissively. "It doesn't really matter one way or the other."

Fabian had already lost patience with this man. His brown eyes narrowed as his tan features dropped into a scowl. "Get to the point."

The pale man clasped his hands together, creating a single clapping noise. "Gladly. My point is, I intend to kill you and take over your empire."

LaMuerto growled. "Who are you? And, more importantly, who the hell do you think you are!?"

"Ah, how rude of me," the man smiled mischievously. He seemed not to be taking any facet of this conversation with the least amount of seriousness. "The name's Abel White. As to who I think I am, I think that should be kept private. The point is, I have the resources to bring you to your knees, and I won't hesitate to use them. I'm only giving you this call to appeal to your bizarre sense of honor: watch your back, Tarantula. I'm coming for you. And when I get to you, you'll beg me to end it all." Over the course of his statement, White's voice and expression had gone from jovial to severe, and finally to wrathful. "Sleep well tonight; tomorrow, it begins." The transmission cut off, and LaMuerto's screen went blank.

Fabian whirled, violently depressing his communicator. "Get me…" He paused. Who would best to handle an unknown threat? This Abel White seemed to be legitimate, and that could make him insanely dangerous. "Get me everyone!"

—SCENEBREAK—

Venom knelt on the rooftop, effortlessly blending in with his surroundings. He had yet to see anything which would give him concrete evidence regarding who had sent the cyborgs. However, there was a top-banana guy who kept coming and going. The dude was paler than freakin' Morbius, and was always sporting a pair of pitch-black sunglasses.

Well, he was officially bored. Nothing interesting had happened for hours, and he needed to get home and plan for the coming days. He shot out a line of webbing and swung away.

While cruising over New York, Venom saw a young woman running in fear. He immediately hung a 180 and double-timed in her direction. Swinging down low, Venom aligned himself with the girl. "Hey, you okay? What're you running from?"

As if in answer to his question, a huge SUV came screaming around the street corner. "I'm running from them!" the young woman shouted. Several tattooed, Mohawk-sporting gang members poked their heads out of the windows. "Give it back," one of the men called out, his British accent grating on Venom's ears.

Venom grabbed the girl and pulled her into the air. Landing on a roof, he held her b the shoulders, preventing her escape. "What do they want from you? Did you steal from them?"

The woman looked away. Venom shook her slightly. "What did you take!?"

She squinted her eyes shut, reaching into her bag to produce a machine part. "I took this."

Venom stared at it. "…Alright, I give. What is it?"

"It's a power converter… I was Rudy Cranston's girlfriend. He's one of the Yancey Street Gang's lieutenants. The gang was hired by somebody to snap up tech parts. I heard Rudy talking about how this thing would make New York burn… I've never seen the Yancey Street Gang act like this. It's terrifying."

Venom nodded. "Yeah, I hear that. Listen, let me get you to the police station. Tell them everything you told me, and more. Get yourself protection. Ask to stay at the station, if you like. Just, stay safe." He wrapped a long arm around her, getting ready for a massive leap. "By the way, what's your name?"

She smiled. "My name's Becca. Becca Mohr."

"Well then, Becca Mohr, it's nice to meet you. You probably already know, but I'm Venom."


	10. It Begins

**Chapter 10:**

**It Begins**

"_Let the bodies hit the floor!" —Drowning Pool_

The S.H.I.E.L.D. helicarrier was definitely an effective mobile command center, but it wasn't exactly the best prison. The Vault was obviously the best incarceration facility, but it was stationary. For transporting prisoners to the Vault, S.H.I.E.L.D. utilized what they referred to as "penal cruisers," which were essentially modified aircraft carriers.

This particular carrier had been modified to hold only one prisoner, and it would do its job better than anything else had ever done. Deep within the bowels of the vessel, the beast formerly known as Cletus Kasady stewed in its loathing for humanity. Kasady had been outfitted with a suppression collar, which was enhanced with suppression manacles and leg irons. He was stuck as an ordinary human until he could get those wretched things off. Of course, as a normal human, he lacked the strength or malleability to get free. In two days' time, he'd be taken to the new Vault. If the American Vault had been the greatest prison ever constructed, the new International Vault dwarfed it in both size and security. Once there, he would most likely be imprisoned and executed. He wondered how they'd do it: a lethal injection wouldn't kill his symbiote half, and neither would gas or electrocution. He supposed they'd get special UN permission to do something truly sick, such as injecting him with napalm. He'd been beaten by Venom and a little girl wallcrawler! How could he have lost?

—SCENEBREAK—

No one was allowed within 100 feet of Carnage's incarceration chamber; too much chance for human error. Instead, there was only one door in a box made of adamantium. That door was guarded by two heavily-armed S.H.I.E.L.D. officers. The had infrared, night-vision, and electrical vision goggles, and they were guaranteed to be aware of any impending attack.

It was time for the changing of the guard. Every four hours, the two guards would leave and be replaced by fresh troops. The two current guards began to walk away, seeing the first of their replacements rounding the corner.

"So I said to Vinnie, I said: 'Man, what's wrong with you? You let that girl get under your skin. You gotta kick her out, or she'll bleed you dry."

"I hear that. But what's a gold digger doing with a GI? I mean, we don't make a helluva lot of money…"

Suddenly, a tall, thin form shot out of the shadows and wrapped its arms around the officer's neck. A quick twist, a near-silent cracking of vertebrae, and the dead man slid to the ground.

"Hey, Paul, what was that? What the!? Hey! Freez–"

A long, razor-sharp blade sprang from the intruder's sleeve. He hauled back, and planted the weapon in the S.H.I.E.L.D. trooper's neck. The blade severed the officer's spine instantaneously, and the thin intruder hauled both bodies into the shadows. He took out a rag and sopped up the splattered blood, and then walked up to the door. As his arm-mounted blade retracted, a long, narrow nanorobotic cable extended from the man's sleeve. The man wrapped his fingers around the cord, manipulating it like a lockpick. He settled it into the keycard scanner, and waited until his gauntlet glowed green. With another twist of the cable, the door slid open, the scanner's digital readout stating 'Access Approved.'

The intruder strode casually into the containment chamber, looking around like a sightseer on a tour of S.H.I.E.L.D.'s facilities. He walked up to the reinforced box which held Carnage, and knocked four times in rapid succession.

Kasady hurled himself against the clear container. "Hey! Who the hell are you!? What are you doing here!? Did we reach the Vault early? Did they send you to kill me!?"

The intruder waved a pale hand dismissively. "Calm down, Carnage. I'm not here to kill you. Far from it: I am here to grant you a new lease on life. We don't have much time before they realize your container has been breached, so decide now: if you come with me, you'll owe me a life debt and have to work for me until one of us dies. If you stay, you will be killed, likely within a week."

Cletus eyed the tall, pale man. Why was this joker wearing shades when it was so dark? What, was he willing to be blind just to look good? "Okay, what's the catch, chief? What am I going to have to do for you?"

The man smiled, and that smile made even Carnage shudder involuntarily. "Why, I want you to do what you love, and what you do best: I want you to kill for me. I want you to kill anyone and everyone who gets in my way, and I want you to do it swiftly and brutally."

Kasady grinned, his smile nearly splitting his head in two. "Then bust me outta here, man! I'm yours!"

The intruder eyed the keypad. "Hm, this one requires DNA, fingerprints, a retinal scan…" He placed his hand on it, and violet sparks leapt from his palm. The keypad exploded, and Carnage's door swung open. "Come on, we have to get to the radio room," he said as he shorted out Kasady's containment accoutrements.

Quickly cutting himself on a metal corner in order to release the red symbiote from his bloodstream, Carnage looked at his new employer. "Why? What's so great about the radio room?"

"It's our ticket out of here."

"Riiiiight," Carnage droned. He was beginning to regret having agreed to this. "Uh, by the way, what do I call you? I mean, you know me, but what's your name?"

"Call me Mr. White."

—SCENEBREAK—

In his office, Josiah Brooks sighed. The entire carrier was on high alert due to their powerful and psychotic cargo. His wristwatch, which also acted as a communicator and notification system, suddenly spoke. "Welcome, Colonel Brooks," it said in a pleasant female voice. He immediately pulled it to his face, reading the words "access approved—Containment Cell A."

He wasn't in Containment Cell A; he was right here. Brooks instantly spun and smashed the alarm with his hand. Grabbing the microphone, he barked an order into it. "This is Colonel Josiah Brooks! Cletus Kasady's cell has been breached! This is a Code Black, highest-priority emergency! This is not a drill! Repeat, this is NOT A DRILL!" He opened his weapons cabinet, withdrawing a personal sonic cannon, a flamethrower, and a .50 cal sidearm with four 20-round clips. Kasady couldn't have busted out on his own. He'd need help. The sonics and fire would bring down Carnage; the gun was for his little rescuer.

Brooks dashed out onto the carrier's deck to behold one of the most horrendous scenes of havoc and devastation he'd ever seen. Blood coated every surface, flesh and organs scattered about like rice after a wedding. At the epicenter of this was Carnage, who held a S.H.I.E.L.D. agent in his hand. Clutching the man by his form-fitting suit, Kasady formed a huge, single-bladed axe. He swung the weapon in a cruel arc, splitting the man neatly in two.

S.H.I.E.L.D.'s commander fired a single shot from his sidearm into Carnage's face, in order to get the beast's attention. The red devil looked over at Brooks. "Ah, Josiah! Welcome to my little party! I guess you're the guest of honor!" He began to stalk toward Brooks. The tanned, muscular man tensed, his fingers tightening around the triggers on his anti-symbiote weaponry.

"Kasady!" A voice cut through the din of dying breaths, screams of pain, explosions, and gunfire. A ghostly pale man stalked out of the darkness, pacing an exact path through the wreckage. He literally placed one foot directly in front of the other, his hands in his pockets. His thin, spindly frame and his massive, billowing coat gave him a wraithlike appearance. When combined with the glow of the gasoline fires and the shadows of the night, the man appeared even more sinister. He spoke again, his mouth opening ever so slightly even as his powerful voice boomed across the carrier and echoing out over the ocean. His gritty voice but eloquent tone made quite the contradiction. "Carnage, I care nothing for the faceless cannon fodder. Eviscerate them as you like, but Brooks is mine. I expect my employees to exercise at least some restraint and discretion. If not, I will end you instantaneously." He turned to face Brooks, and Josiah saw his reflection in the pale man's sunglasses. With the ghosts of the flames dancing across the dark eyewear, it seemed to Brooks that his reflection was wreathed in hellish fire. "Now then, Colonel Brooks, come at me."

Brooks nodded, and opened fire with his Magnum. The tall, pale man seemed to dance around the bullets. He wasn't superhumanly fast, not even extraordinarily so. His speed was simply that of a well-trained fighter or gymnast, yet he seemed able to anticipate Brooks' next shot and move to dodge before the hammer even descended. _Screw this_, Brooks thought. He holstered the pistol and steadied the flamethrower. _Dodge this, you freak!_ The fires leapt from the barrel, bathing the carrier in an orange glow. The pale man leapt back, barely escaping the hellish wrath. Josiah realized that the man had yet to remove his hands from his pockets. This guy was dodging bullets and dancing around flamethrower blasts, and he hadn't even used his hands! "Who the hell are you!?"

The pale man snickered. "You know, I think that's the second time I've been asked that today. Carnage, what time is it?" The red symbiote replied that it was 1:13 AM. "Ah. Then it would only be the first time I've been asked that question today. Unless, of course, you count 'today' as being the time from when you woke up to when you go to sleep. In that case, it is the second time. Then again, you could also measure the length of a day from sunrise to sunrise, in which case I've still been asked that question twice, but it changes the measurement of a day." Through this entire monologue, the pale man was dodging bullets and hiding behind debris to avoid the flamethrower's fury. "Ah, but I still have yet to answer your question. My name is Abel White. And you are Josiah Brooks. And he is Cletus Kasady. And I'm sure that the man whom Kasady is disemboweling has a name, but I don't really care all that much."

White suddenly sprang forward, dashing in a wild yet methodical pattern. He rolled beneath and leapt over the blasts from the flamethrower, and spun to avoid the bullets. He reached Brooks, and released the blade from his gauntlet. White sliced off the flamethrower's barrel, and kicked Brooks onto his back. With another kick, he dislodged the pistol from the S.H.I.E.L.D. commander's grasp. Abel White danced backward, allowing Brooks to climb to his feet. "Come on, Brooks! At least offer me some semblance of a challenge! I certainly hope you're not as dismal with the martial arts as you are with firearms."

Brooks lunged forth, opening the combat with a palm strike. White contorted his body, dodging the blow while keeping his head and feet in the same place. The pale man lashed out with a roundhouse kick, his shin colliding against Josiah's face with a sickening yet satisfying crunch. White followed through with the momentum, landing on the extended leg and pulling his other around in a whip kick. His heel and ankle caught Brooks in the back of the head, sending the colonel spilling to the ground. White bent down and grabbed S.H.I.E.L.D.'s leader by the throat, hoisting him into the air with his left hand while extending his blade from his right sleeve. "Now then, Colonel Brooks, I should kill you right now, and tie up all my loose ends. But I'm not going to, partly because I pity you and partly because I enjoy a challenge. So, through you I will issue a challenge to S.H.I.E.L.D. and to all heroes around the globe." He leered evilly. Even though Brooks couldn't see White's eyes behind those sunglasses, he knew that the pale man's eyes were boring straight into his soul. "Stop me, if you can."

And with that, White dropped Brooks, leapt over a tangled mass of steel to grab Carnage, and dashed to the radio room with Carnage over his shoulder in the fireman's carry. There was a flash and a loud noise, like the crack of thunder. When an agent inspected the room, there was no trace of either White or Carnage; simply a burnt-out radio.


	11. Fury

**Chapter 11:**

**Fury**

Rebecca "Becca" Mohr had taken refuge within a battered women's shelter. After all, she was a battered woman. Under an assumed last name and with her hair dyed a brilliant red, Becca was counting that her former boyfriend wouldn't be able to find her. After all, the Yancey Street Gang wasn't exactly known for the intelligence of its members.

Becca shook her head to clear her thoughts. How had Rudolph Cranston fallen so far? When she had first met him, she was able to see past his membership in a gang. He was intent on keeping his personal and "business" lives separate, and Becca loved him for his kindness and ambition. Rudy had originally joined the gang because his family's welfare wasn't enough to feed all of the children, and none of them could seem to find employment. Cranston would go out and risk his life on the streets, all so that he could bring home enough money to keep his family fed and clothed. Becca had been his anchor back then; she was the one who kept him sane, who kept him from indulging in the spoils of a dishonest day's work.

Eventually, Rudy's mother and father found work, and his "supplementary income" was no longer a necessity. Rudolph was loyal to his brothers down on Yancey Street, and refused to leave the gang. Now, instead of stealing so that his family could eat, he stole to sate a new demand: his recently acquired cocaine addiction.

Those days, Becca could feel a gap forming between Rudy and herself. He grew increasingly cold, ignoring both her and his family. He spent more and more time down on Yancey Street, slowly climbing the ladder to a weighty position near the top of the food chain. In fact, Rudy had been the one contacted by the gang's new employer. Becca had only seen the man once, but she'd never forget him for the rest of her life.

The man had been referred to as Mr. White, an accurate moniker. His skin was roughly the color of primer paint. He had worn a long suede jacket that reached past his knees. His slacks were impeccably pressed, and his black leather shoes were so well polished that they reflected light as efficiently as a mirror. His silver hair only served to add to his ghostly appearance, as did those pitch-black sunglasses.

Becca suddenly realized that someone was talking to her. "ca? Becca?"

Ms. Mohr looked up to see one of the shelter's frequent volunteers, Jennie, standing over her. "You were totally zoned out there, Becca. What I was saying, before I realized you weren't on this planet, was that we're giving a potential donator a quick look around the shelter. It's not exactly a regular occurrence that somebody actually has to look around a battered women's shelter before donating, but he said something about a horrible scam in Oklahoma that cost them half a mil."

"Nice place you've got here. It seems like a very…pleasant environment. That's good. You don't get an air of cooperation and healing from a fake shelter set up in a few days." The sandy-blonde man stopped himself mid sentence. "Oh, I'm sorry. I'm reliving again. I don't want to beat a dead horse, but that was something truly vile. Not only did they disappear with over five hundred thousand dollars, but we thought we were donating to a shelter for the homeless and penniless." He stopped again. "Ah, but I haven't yet introduced myself. The name's Cassidy Ico. And you would be?"

Becca extended a hand. "Rebecca DuMont."

Cassidy kissed the back of her hand, and then moved to another room. "Yes, yes. I do believe that my employers will be donating money to this great and noble cause." He gave a small bow to Jennie, and walked back toward the entrance. "You can expect us to finalize the dealings in the next several days." He exited and climbed into the waiting black hybrid sedan.

Once safely inside, Cassidy stretched, unbuttoned his collar, and scratched at his crotch for about ten seconds. "Jeezus on toast! How do these stuffy types not go insane from swamp-balls?" He whipped out a cell phone and pressed 1 on speed-dial. "Yeah, it's me. We found her. Of course it's her! Do I look stupid to you?" He stopped, rethinking his question. "Wait, forget I ever said that. Anyways, I'm positive it's her. She looks exactly like her photo, but with red hair. Great photo, by the way. Where'd you get it?" He listened to a short reply from the other end. "Okey-doke, but what do you want me to do now? Should I show up tomorrow? Or should _I_ show up tomorrow? …Gotcha. Alllrighty then, I'm DEFINITELY looking forward to tomorrow. But one question: why couldn't I do it today? Ah, _him_. Goddammit, I wanted another shot at that bastard! I don't care what you 'expect of your employees' right now! I'm mad!" He sighed, listening to the bellowing voice surge through the phone. "Okay, okay. You don't have to use such harsh language. I'll take care of it tomorrow, you can count on it."

—SCENEBREAK—

Aloysius Qatrefoil sat on a bench in Central Park. It was the same bench on which he had sat while waiting for Spider-Girl to show up for coffee nearly a month ago. He'd been Venom for nearly four weeks, and with his brilliant mind and considerable strength augmenting the work of existing superheroes, the local crime rate had dropped considerably. A week after the so-called "Symbiotic Insanity Episode," in which Venom slaughtered Mack and nearly killed May, the crime rate suddenly dropped by seventeen percent. Of course, this was due to Venom being released from S.H.I.E.L.D. custody. After all, with a super-strong, regenerating killer of evildoers stalking the streets, nobody wanted to get caught by the black alien.

He closed his book, satisfied. The authors had come through once more, with yet another masterpiece. Of course, all of their novels featuring that FBI agent had been magnificent. He leaned back, closed his eyes, and sighed. He was having trouble with the stress of being a hero, especially being Venom; his grades were threatening to slip if he didn't make more time for them, and his parents didn't care very much. He truly envied Spider-Girl. With her parents aware of the superpowered nonsense she engaged in daily, she had people to lean on, who would help her with both the extraordinary and the mundane aspects of her life. Aloysius was lucky if his parents would help him lock up at night.

As he sat there, he realized something: Spider-Girl had shown enough trust in him to vouch for his sanity and kindheartedness, even after he had gone berserk and nearly killed her! Surely such a degree of trust was extraordinary for having known a person for such a short time as half a year; he couldn't even begin to fathom what he could have done to warrant it in a few hectic days. Rising from his bench and tucking the book into his pocket, Aloysius made a silent vow: he would place his trust in Spider-Girl, as she had in him. She would be his support, and he would help support her. After all, even Cletus Kasady needed Carnage. If that wasn't the single greatest example of the "everyone needs someone" theory that existed today, then his name was Heinrich von Ugelmuffinwitz, and thank goodness it wasn't.

—SCENEBREAK—

Venom found Spider-Girl sitting on a skyscraper near the Baxter Building. She didn't dare light on the Fantastic 4's headquarters, for fear of quakes, explosions, or Negative Zone vortices. "Hey," he said simply. Spider-Girl nodded in acknowledgement, but didn't audibly reply. "Listen, I know I thanked you already, but I realized how insignificant my thanks were. You vouched for me in front of Colonel Josiah Brooks, after I tried to kill you."

May tried to wave it off. "You weren't thinking clearly. I understood, and forgave you."

"That's not the point," said the tall hero. "There are actually two points: the first is that I never forgave myself. You're someone whom I consider a friend, and I tried to hurt you. Whether or not I was in control of my mind and body at the time is irrelevant; it still tears me up inside." He took a breath. "The second point is this: somehow, over the course of only a few days and a three-hour chat at a Starbucks, I'd inspired enough trust in you that you'd believe in me even after all that aforementioned unpleasantness. What I'm trying to say, and forgive me if my method of reaching this point was highly convoluted – it had to be said; but what I'm trying to say is that I envy you. You obviously have friends in your secret life, your parents support your superhero career, and you're sure of yourself enough that you don't often – if ever – second-guess your actions after the fact.

"I, on the other hand, don't really have anyone. As I've stated before, my parents don't really care too much about my normal life, so telling them about my being Venom would just be a hassle. Not to mention the possibility of them signing forms to have me taken away and experimented on… Basically, I'm trying to ask you if you'll be my someone." He noticed that she didn't really follow. "You know the old adage, 'everyone needs someone'? Well, you're the only person whom I feel I can trust. That in itself is sad, isn't it? I can't grant my family this kind of trust, but I can extend it to a girl I've known for less than a month; no offense."

Spider-Girl spoke up. "But, c'mon, don't you at least have friends you can trust more than me?"

Venom nodded solemnly. "Yes, I probably do. Only one name comes to mind, but I would indeed trust her with my life. However, I would never entrust someone whom I love that much with a secret that could get her killed. I'd trust her with my life, but I don't think I could ever entrust myself with her life. I think that's why it's easier for me to open up to you: you already know the dangerous side of my life. Anything extra wouldn't put you in danger, only me. And I can take those risks when they apply to me."

May nodded, frowning slightly beneath her mask. Venom was really making her melancholy. "So, what would this whole 'being your someone' gig entail?"

He shrugged. "Basically? Just listen. Be there for me to vent. I will, of course, return the favor. If you're my person, I'll be one of your people. Eventually, if we become good enough friends, we might find ourselves confiding our secret identities in one another, but hopefully that won't be for a long while."

Spider-Girl nodded. "That's sounds good, at least for now." She patted an empty space next to her. "Well, I've got nowhere special to be, and I haven't seen any significant crimes going on…wanna just sit here and chat?"

Venom smiled. "I'd like that."

He sat, and they instantly found that neither of them could initiate the conversation. Each one of them would suggest a topic, but it would quickly fall flat. Finally, they broke out in a near-hysterical fit of laughter at the pure absurdity. "Okay, invasion-of-privacy time," Spider-Girl laughed. "Is there anybody at your school – I'm assuming you still go to school – who you like?"

"I still go to school. And by like, you mean…?"

"I mean, LIIIKE!" She drawled out the vowel, pronouncing it in a sickly sweet manner. "You don't have to give me any specifics; just the basics, and maybe a little detail."

"Okay. Well, there's this girl who's been my friend for years now. She's really smart, sweet, cute, kind, and absolutely beautiful. She's a little tall for a girl, I'm thinking she's about your height."

Spider-Girl prodded him in the shoulder. "Well, go on. What do you like best about her? Butt? Hair? Legs? Maybe it's the rack…"

Venom tensed slightly. "You know, having this chat with someone of the female persuasion is somewhat extremely uncomfortable."

May gave him a playful shove. "Oh, come on, ya big wuss! Gimme something I can work with, here! Paint me a mental picture!"

Venom sighed, but relented. "Okay, okay. She's tall and lean, packed with gymnast-like muscle. She has rather small breasts, but they're perfectly formed. Nice butt, obviously, with all the muscle on her. Legs for miles, wasp-thin waist."

"Sounds like a hottie so far. Proceed."

"Short brown hair, utterly lovely blue eyes, high cheekbones, aristocratic nose, full pink lips…"

Spider-Girl nodded contemplatively. "Yep, she sounds like a real knockout."

Venom agreed. "She is. And she's so smart. But not just geek-smart: she knows how to use her brain for more than just academia. We have philosophical discussions all the time, and we usually spend the whole time agreeing with one another. Although, I have to brag a little bit; when we do disagree, ninety percent of the time, I win the argument."

"Wow. She sounds like the ultimate catch. So, does she have a name to go with all that perfection?" Seeing Venom giving her a look of disbelief, she quickly clarified. "I don't want her mother's maiden name, or anything. Just give me her first name. I'm gambling that she has a fairly common name, so there won't be much risk in simply telling me her first name. Besides, a name can say a lot about who you are. A friend of mine says that a lot. He believes, and has evidence to support his theory, that a name can actually influence your personality and behavior. From the experiences he's had, and the people he tells me about, I'm thinking he's at least partly correct."

Venom shrugged. "Okay. Her first name is May."

THAT floored Spider-Girl. She suddenly found herself sifting through Venom's description of his crush. Everything matched up almost exactly. Account for discrepancies between his view of her and her own self-image, and Venom's dream girl was almost certainly one Mayday Parker. Now, she had to wrack her mind to recall everything he had said about himself as he described her. May couldn't believe this! She knew Venom as Spider-Girl and as May! But who was Venom?

Venom grinned mischievously. "Now then, it's my turn to grill you. Who's your dream guy?"

Spider-Girl snapped out of her trance. She'd have plenty of time to think later. For now, she'd best stop impersonating a zombie. "Well, first off, I'm not telling you his name. It's pretty unique, and could give him away. But, I will tell you what he's like: he's a genius, handsome, extremely tall – just slightly shorter than you, in fact – fairly muscular, and a great philosopher." She went on to describe most facets of a personality belonging to one Aloysius Qatrefoil.

—TIMESKIP—

Saying goodbye to Venom, Spider-Girl swung home, changed out of her costume, and came downstairs for dinner. After Peter and Mary Jane shared their stories from earlier in the day, they asked May how her day went.

"Well," she said, "after breaking up a couple muggings, I couldn't find any more crimes in the general area, so I decided to take a rest. Venom came by," she ignored the slightly panicked looks that washed across her parents' faces. Yes, Venom had gone temporarily insane, but May still trusted him. "He thanked me again for having such faith in him, and then he said something that was just…so sad. He told me that he envies me, because I can trust my parents with my secret; I have someone to lean on when it gets to be too much for one person, but he doesn't have anyone. He can't trust his parents, not only to stay safe after he told them his secret, but he can't even trust them not to sell him out for cash!" Needless to say, Peter and Mary Jane were horrified. How could someone's parents be that cruel? "He said to me, 'everyone needs someone.' And then he asked if I would be his someone. He asked me if I would be his person to lean on, the person to trust with his life. I said yes, and he said that automatically worked both ways. He's going to be there for me, just like I'm gonna be there for him.

"Oh, and I'm pretty sure I know Venom as a civilian." She took a breath, and began the rest of her story.

—TIMESKIP—

The man currently known as Cassidy Ico paced around the parking lot, refusing to climb into his car until his phone conversation was finished. "So, how exactly is this gonna go down? I mean, C-4's nice and all, but I don't exactly want it strapped to me. You know I don't like fire!"

On the other end of the line, Abel White rolled his eyes behind his sunglasses. "Cassidy," he said, pronouncing the name oddly. He pronounced the "I" almost as if it were an "A." White shook his head, and began to speak once more, "don't you understand the chain of events yet? I have a sample back here at the lab. You don't have to worry about the explosion. You'll probably survive, and even if you don't, a part of you lives on in my nitrogen freezer. I'll have you back up and running within a week."

"Okay, but why can't I just walk in there and start killing?"

White sighed. This man was very irritating. "Do you really want to end up on the news, where SHIELD can find you more easily than a gorilla hiding in a chicken coop? You imbecile. I've said it before, and you seem to be forcing me to say it again: my employees must exercise a certain amount of discretion and restraint. If you do not, I will personally kill you."

—SCENEBREAK—

Cassidy Ico strode into the shelter, bowing slightly to Jennie. "I'm here to begin drawing up contracts, but first, would you mind if I had a talk with that young woman…oh, what was her name? Ah, Rebecca DuMont! Would you mind if I spoke with her, heard her story?"

Jennie shrugged. "I guess. She's in there." Jennie pointed to a large, open room.

Cassidy walked into the room, making a beeline for Becca. "Miss DuMont," he said, placing a gentle hand on her shoulder.

Becca looked up. "Huh? Oh, it's you. Mr. Ico, was it? It's nice to see you again. Come to finalize the paperwork?"

Cassidy nodded, smiling. "Yes indeed. But first, I'd like to hear your story, if you would."

Becca shook her head. "No, please. It's not just that it's painful to talk about; I'm in hiding, and I don't want him to find me."

Cassidy smiled warmly. "Well, you don't have to worry about that. I can personally guarantee that he'll never find you."

Becca looked at him skeptically. "And how're you gonna manage that?"

Cassidy chuckled. "Like this." He suddenly grabbed her arm and tore off his shirt, revealing a vest made entirely of C-4. "At the center of the blast, all your teeth should be blown out. No dental records, no DNA, no nothing! Your little boyfriend Rudy will never find you." He laughed, as he flipped the detonation switch. "Mr. White sends his regards!"


	12. The Start of Something Great

**Chapter 12:**

**The Start of Something Great**

Aloysius sat in his room, watching Headline News. It was a decent way to pass the time until the next round of good cartoons came on. A bulletin on the ticker caught his eye: a battered women's shelter in New York City had been bombed! He immediately switched to local news. Sure enough, it was the same shelter where Becca Mohr had taken refuge. No doubt the place had been detonated to kill her.

Aloysius crushed the soda can in his hand, crumpling it beyond recognition. Whoever had murdered her would pay; he would make damn sure of that.

—SCENEBREAK—

At school that day, Aloysius Qatrefoil seemed exceptionally distant. His usual sarcasm and cynical ways were gone, leaving a hollow and depressed young man. Obviously, May was disheartened by Aloysius' attitude. However, that didn't stop her from conspiring with Felicity to watch Aloysius and other intelligent students at Midtown High. Venom had told Spider-Girl that he and May often had long philosophical discussions. Thankfully, this significantly narrowed the list of possible Venoms.

Felicity scooted closer to May, whispering in her friend's ear. "Are you sure Venom's a student here?"

May nodded seriously. "I'm almost 100 percent positive that Venom was talking about me when he described his crush. There aren't too many people who are willing to have long discussions with me, and even fewer who can actually win a debate against me. I'll be wandering the halls, spying on some of the guys. You watch Aloysius. He's the first guy on my list."

Felicity hazarded a glance at Qatrefoil. "Really? Aloysius? I mean, do you actually think he has a crush on you?"

May shrugged. "Honestly, I have no idea. But he's the smartest guy I know, and we do all the things that Venom mentioned. The evidence syncs up best with him; that's why he's at the top of my list."

Felicity nodded. "Well, it is a possibility." _More like a fact,_ she thought. _Everyone except you knows that Aloysius likes you, just like we all know you like him. Who do you think you're fooling, May? Just admit it._ Of course, Felicity wasn't totally sure Aloysius was Venom. _After all, that would be totally weird. But, stranger things have happened. I mean, Normie tried to kill her and now he's one of her closest friends…_

Aloysius just sat there, completely oblivious to the in-depth investigation occurring just yards away from him.

—SCENEBREAK—

Abel White sat at his desk, awaiting the arrival of his employee, the man currently known as Cassidy Ico. The door slid open, and White smiled. "So, Kasady, I'm pleased to see that you're still alive."

Cletus Kasady tried not to move too much, as his business suit was already in tatters. It was amazing that any of it had survived the blast from all that C-4. "I'm never doing anything that stupid again."

White turned up his palms in agreement. "I wouldn't expect you to. But Mohr needed to be eliminated in a more vague manner than those you typically favor. But, I digress. I am sorry to tell you, but you will be unable to indulge in your favorite pastime for at least a few weeks."

Carnage started. "What! Why?"

Abel White smirked, and it made Carnage shudder. "Because, we must do our best not to draw attention to ourselves. Right now, S.H.I.E.L.D. is scrambling to cover their ass. They would jump at any possible lead that would expose you or me, and that just won't do. For now, we must let S.H.I.E.L.D. save face. They most certainly have not made public the fact that Carnage escaped from a Vault transport carrier with the outside help of only one man. Therefore, we lay low. You must find something else to occupy your time. After all, I don't really need you; there are plenty of superpowered madmen in this city who would jump at the chance to wreak havoc, especially once they learned what I have planned…"

Kasady craned an eyebrow. "That reminds me, what exactly DO you have planned? So far, I can't figure what you got up your sleeve."

"And that, my dear Kasady, is good. If even you, operating within the nuts and bolts of my organization, cannot discern my true intentions, then how can any of the law enforcement officials living out there figure it out?" He rose from his leather armchair and strode to the massive window. "Our biggest threats currently are those residing within this city: Spider-Girl is a minor annoyance, at best. Venom, however, has proven himself a force to be reckoned with. With his fine strategic mind, he could truly become a thorn in our side. And the Black Tarantula… He and his organization could be the greatest threat currently. As the Kingpin of Crime, his reach extends far and deep. A violent coup d'etat would draw far too much attention." Grinning like a true madman, White stalked back to his desk. He pushed a button, and the desk's top opened to reveal a hologram projector.

The hologram activated, revealing three-dimensional blueprints for a new cyborg. "This is just a formality, of course. He's already been completed, and is ready for me to unleash him, like a plague upon this city."

Cletus Kasady cocked his head. "And 'he' would be…?"

White looked through the hologram at Carnage. "I call him Armory." He pressed another button, and a computerized message spoke. "_Activation Approved._" White leered evilly. "And now, Kasady, it begins. This is the start of something great!"

—SCENEBREAK—

School had let out, and Venom was on patrol. He needed something, anything, to get his mind off of Becca Mohr's death. Crimefighting gave him the added benefit of being able to take his aggressions out on others. As he swung along, he saw a car explode on a distant street. Deciding that such combustion warranted a look, Venom clung to the building walls, blending in with their colors.

There, standing in the middle of the road and taking potshots at whatever struck his fancy, was an eight-foot-tall silver man. He was sprouting guns and cannons from every orifice, and happily unloading into the populace. "Now," said Venom to himself, "there's something you don't see every day, even in this screwed-up town." Launching a blast of fragmentation webbing, Venom leapt down to intercept this crazy.

The fragweb impacted the metal man, knocking him to the ground. As he stood, he found himself decked by a vicious right hook courtesy of the reformed Lethal Protector. Venom grabbed the bigger man by the back of the head, slamming the silver face repeatedly into the asphalt. "What the hell do you think you're doing, dumbass!?"

The man sprouted a cannon from his forearm, unloading several armor-piercing rounds into Venom's face. The symbiote staggered back, and the steel man followed. He pounded his fists into the alien, knocking him to the ground and kicking Venom in the chest while he was down.

Venom grabbed the metal leg, lifting the man off the ground and smashing him into random buildings. "Alright, let's start with the basics. Who are you, what do you think you're doing, and which limb would you like to have ripped off first?"

The silver man angled his arm toward Venom, small cannon sprouting from either side of his forearm. He fired several blasts, dislodging himself from Venom's grip and staggering the symbiote. Rolling, he stood up and dusted himself off. "The name's Armory, and I'm wantonly sowing destruction." His voice sounded computerized, as if he no longer even possessed a larynx. "As for the limbs, I'm not a big fan of dismemberment." A circular saw extended from his left arm. "I'm much more partial to evisceration!"

Venom doubled in width, cracking his knuckles. "_**Bring it, kid.**_"

The two lunged at one another, each throwing his strongest punch. Their fists smashed together, the impact creating a miniature shockwave. The metal man's arm buckled under the force, allowing Venom a clear shot at Armory's face. Clasping his hands together and bringing down his arms in a hammering swing, Venom brought his full might to bear upon Armory's shoulders and neck. Grabbing armory by the neck with his left hand, Venom began to vehemently beat the silver cyborg's face. Armory extended a hyper-vibratory blade from the toe of his grafted-on boot, stabbing the supersonic dagger into Venom's gut. The symbiote screeched and leapt back.

Venom would have to file that away for later. He could withstand long-term applications of sonic torture, but quick sonic bursts were still potentially deadly. That sucked. He quickly grabbed a car, adhering his hand to the vehicle. He swung it in a wide, ferocious arc, watching in satisfaction as it impacted Armory's head. The cyborg crumpled from the force, but rolled with the blow and fired several energy rounds in Venom's general direction.

The symbiote shot out a line of webbing, wrapping up one of the silver man's arms. Making sure he had a firm grip on the webline, Venom swung Armory through the air, crashing him into the street, into vehicles, and through the walls of buildings. Slamming Armory into the asphalt with the force of a falling star, Venom webbed him to the road.

He walked over to stand over the cyborg. "_**Okay, 'Armory', talk. I'm not like the other heroes; I will not hesitate to hurt you. So, tell me, who're you working for?**_"

Armory laughed. "I'm not working for anybody. Sure, I was built, but I'm no employee."

"_**So, essentially, the heartless bastards who built you knew that you were a psycho, but they released you anyway, with a body filled with deadly weapons and a pocket full of dreams.**_"

"Basically," said Armory. "So, what happens now? We just wait here until the cops or S.H.I.E.L.D. show up?" Venom nodded, and Armory didn't like that answer. "Listen, I've got places to be. Can I take a rain check on being incarcerated?" The webbing over Armory's chest began to glow a brilliant, foreboding green. A massive plasma beam burst through the webbing, hitting Venom directly in the face. The superheated plasma instantly vaporized Venom's head and chest, and a fair amount of his abdomen. Chunks of smoking black ichor hit the ground and melted away into nothing.

Armory sliced through the remaining webbing with another vibratory blade. "Sorry I can't stay for the wake," he chuckled, "but I really do have an appointment I absolutely must keep." Armory stood stock-still, and concentrated. He felt that familiar clicking sound; a sensation somewhat akin to tumblers falling into place. He disappeared in a flash of light.

—SCENEBREAK—

As May was webslinging through New York, her ears picked up the sound of explosions. She heard Venom's feral roar, so she figured that everything was well in hand. But when she heard the symbiote screech in pure agony, followed by silence, her blood turned to ice in her veins. She swung around the corner just in time to see Armory disappear. Her eyes found Venom, and she let out a strangled gasp. Lying there on the pavement was the arms, shoulders, and lower torso of the black symbiote.

She immediately dropped from her webline, running up to Venom's body. She grabbed his big hand, rubbing it as if to warm it back to life. "Oh god, Venom! Don't die! You can't die!"

By now, a crowd had formed. Spider-Girl was about to scream at them to leave when she saw the concern on their faces. These people were genuinely worried about Venom. She looked back to Venom just in time to see his body shifting back to its human form. Acting fast, she webbed a makeshift mask over his eyes and hair so that he would be for the most part unrecognizable. Hefting his thin frame bridal-style, May leapt off in the direction of the hospital.

As she ran, she removed the web-mask. They'd likely have to remove it, anyway, and she didn't want questions to be asked. She could always just say he got caught in the crossfire between Venom and that silver man. However, when she caught sight of who she was carrying, her jaw dropped. _Aloysius!?_

—SCENEBREAK—

May reached the hospital, bursting through the doors. "This man needs a doctor!"

Immediately, a nurse came running up to Spider-Girl. When a superhero brought in a patient, things were rarely good. "What happened to him?" the nurse asked, gesturing to Aloysius' smoking wounds.

"Got blasted by a cyborg. Venom scared the guy away, but not before Mr. Metal hurt a few people."

The nurse nodded. "We'll take good care of him. You know his name, by any chance?"

"Uh-huh. Aloysius Qatrefoil." May spelled it, as well.

"Okay." The nurse turned toward the hospital's interior. "I need a stretcher and a doctor, on the double! We got a Crossfire here!" So many people got caught in the middle of superhero/supervillain duels, or were the victims of supervillain attacks, that the medical community had invented a name for such patients. The nurse turned back to Spider-Girl. "Don't worry too much. At first glance, his injuries don't seem life-threatening."

May nodded numbly, and walked out of the hospital. Not only was she utterly terrified for her friend, but she had yet to wrap her mind around the fact that Aloysius was Venom.

Aloysius. Was. Venom.

It boggled the mind. But that meant… That meant that Aloysius was the one crushing on her! Hmm, it seemed that there was a silver lining even here.

—SCENEBREAK—

Abel White watched the playback of Venom's fight against Armory. He'd hacked into the Department of Transportation to do it, but it was worth the risk. That fight was a complete aberration. It was pure luck that Armory had been on his back, with Venom in his plasma cannon's line of fire. Under any other circumstances, Armory would have been obliterated. He would have to take this battle into account when he upgraded the silver man.

He chuckled. Soon, Armory's manic nature and devastating firepower would exterminate New York's superheroes. And once they were gone, White could enact his plan. World domination always seemed such a lofty goal, but when Abel White's plans were explained, it seemed that a planetary takeover was not only possible; it was probable.

One by one, his opponents would fall. And then, when none were left to oppose, he would sit on a throne formed of their broken bodies.


	13. Where Loyalties Lie

**Chapter 13:**

**Where Loyalties Lie**

"_One wrong word is sometimes all it takes to turn an acquaintance into an enemy." —Vherstinae_

The next day after school, all of Aloysius' friends bought flowers and candy and sent them to his room. The whole "only family is allowed in" bullcrap was really derailing their attempts to give him a loving environment in which to recover. The Qatrefoils had only been there for less than an hour before leaving, only a slight amount of distress bleeding through their apathy. Oh, May wanted to pummel them! Their only son; their only child in the world was lying unconscious in a hospital bed with severe burns from a **PLASMA CANNON**, and they could only take an hour out of their day to sit with him!

May had yet to share the big news with her parents. She'd secretly told Felicity this morning, but she was waiting to tell the folks. After all, they worried enough about her being friends with the former Green Goblin. It was bad enough for them that she worked as Spider-Girl with Venom, who was potentially only a nervous breakdown away from a nigh-unstoppable killing spree. If they learned that one of her best friends as May was Venom, they could very well forbid her from ever seeing him again. And all of this was on the heels of her second revelation, which was that Aloysius had a titanic crush on her! If she was kept away from him now that she knew this little tidbit, she might go nuts.

As May and her parents climbed into the car, the teen spoke up. "Mom, dad, when we get home, I have something big to tell you. It's about Venom, and how Aloysius got hurt."

—SCENEBREAK—

Fabian LaMuerto didn't like this at all. Nobody knew who this Abel White was, or where he was based. Even the Yancey Street thugs he'd kidnapped and roughed up knew nothing more than the fact that he was paying them to steal advanced machinery parts. He would come to pick up the parts, and the meeting place was always different. Fabian probably couldn't ambush White if he tried, and even if he succeeded, he didn't want to start a full-scale war. This cold war was draining his resources enough as-is.

That was why he'd called in the Sins. They were the greatest mercenaries available, able to get in and out of any location or situation with practiced ease. They had never failed a mission; never lost an agent.

Sitting across from Fabian LaMuerto was the man known solely as Pilate, the Sins' manager. His long, thick red hair fell in clumped cords down his shoulders. His skin was fair, as if he hadn't been out in the sun for several months. His bright blue eyes glowed with intelligence and enthusiasm. Pilate drummed his fingers on the desk, the steady rhythm slowly driving LaMuerto to the brink of madness. Every time Fabian would organize his thoughts, that drumming would shatter his prepared speech. Finally, the crime lord decided to just wing it.

"I suppose you're wondering why I've called you here."

Pilate leaned forward in his chair. "Of course. I already know that you wish to hire at least one of the Sins, but I have no idea which one you might have your eye on, or for what purpose you would want him."

LaMuerto nodded. "Right. Regarding the right Sin for the job, I'd like your expert opinion. As for the job, it is a multifaceted one." He held up a digital freeze-frame of White. "This man is known as Abel White. He has threatened my organization, and I wish him eliminated. However, there are some complications: I don't know what he's planning, where he is, or even what he looks like without the sunglasses. I want you to locate him and kill him, as quickly and discreetly as possible. In this particular situation, speed trumps discretion."

Pilate nodded, pressing his index fingers to his lips. "So, what else can you tell me about White? Do you know if he has any contacts in this city?"

"He seems to have some dealings with the Yancey Street Gang."

The manager thought for a moment. "We'll definitely want to start with Lust. His Wolf armor can track down White's very essence, and we can locate him from there. After that, I'll see who would be best for the assassination." He looked Fabian dead in the eye. "Now tell me, Mr. LaMuerto, exactly how great a threat do you deem this Abel White? I don't want my men going in unprepared."

LaMuerto sighed. "Treat this man with the highest possible caution. Assume that he's the most dangerous man you've ever fought. Hope for the best, but plan for the worst."

"An excellent motto, Mr. LaMuerto. You can wire the first payment to this account."

—SCENEBREAK—

Abel White utilized surgical precision to replace and augment Armory's parts. One of the good things about your patient being a cyborg was that you didn't have to waste money on anesthetic; all you had to do was switch him to "Sleep" mode. He clucked his tongue, mostly to himself. "My, my, my… Armory, you are a staggering failure. I feel so sorry for you; I blame myself, after all, you didn't build your body. That was my fault. If I had enough time and money, I'd just throw you in a massive shredder and simply start again." He squinted through his welder's mask as his nanorobotic "hyperscalpel" threw up sparks. The room was suddenly bathed in light as a door opened. He growled through his teeth and spun toward the light, roaring at the intruder. "Goddammit, Kasady! Shut that door!"

Cletus Kasady sidled wide-eyed into the room, hitting the door-close button. "Uh, sorry." Even he was intimidated by White's vehemence. "I just got bored, and everybody kept telling me to go away. I was about to rip a guy in half, but then he reminded me about how you said you'd kill me. So, I came here, hoping that I could hang out here and not worry about you killing me."

White rolled his eyes, although the act went unnoticed due to his welder's mask. "So, let's follow your logic here: you were wandering through the building, annoying people, and one of them threatened you with my wrath. Therefore, you decided that, instead of annoying others and having death hanging over your head like the Sword of Damocles, you would come here and annoy me; so instead of worrying about the sword's string breaking, you just waddle in here, place your neck on the chopping block, and say 'swing away, Meryl.'"

Carnage just stared at him.

"Ah, that's right. You were too busy bathing in blood to watch psychodramatic motion pictures," said White. "Well then, I won't trouble myself with explaining it to you." He turned back to Armory. "Anyway, since you're here, come stand over my shoulder and listen to me demonstrate my vast intellectual superiority."

Abel White gestured toward a blue glow within Armory's spinal column. "This is a neural inhibitor, originally constructed by Otto Octavius. While I was hiding aboard the penal carrier, I hacked S.H.I.E.L.D.'s database and stole these plans. Now even the manic Armory will have to obey my commands."

Kasady stared at the glowing microchip, then turned back to White. "…Wait, what?"

White turned to him. "Go away."

—TIMESKIP—

The next day, Fabian LaMuerto sat behind his desk, contemplating the current events. There were insane metal men running loose in the city like chimpanzees on LSD, sinister silver-haired plotters who openly challenged LaMuerto's reign as Kingpin of Crime, crazed symbiotes having nervous breakdowns and causing various forms of mayhem, and Spider-Girl caught in the middle.

Fabian took a moment to look at a framed photo of Spider-Girl that was sitting on his desk. He had to decide which picture to look at, however, as there were five of them. Yeah, that's not even a little bit creepy that his desk was littered with photos of a girl whose real name he didn't even know. He wasn't a stalker at all.

He sighed. Things were so much easier when villainy was straightforward. You walked into a room, picked out the biggest, ugliest bastard there, called him a name, and then after you beat the tar out of him, you took over his turf. None of this covert campaigning or constructing maniacal man-bots to do one's dirty work. Yes, times were better back then… Although "back then" was only a few years ago. In fact, he'd pretty much gotten by on that principle until this White character showed up.

Even against those nutcase Scryers, all he'd needed to do was to follow the old code: beat the crap out of their boss, and then order everybody around.

Fabian leaned back, folding his arms behind his head. Hopefully, the Sins would clean up this mess, and then he could get back to his usual job. Once Abel White was gone, the Black Tarantula could rule New York uncontested. He squinted against the light, and moved to press the button that would draw the blinds. However, as he leaned over, he saw that it was not the light that was bothering him, but the refraction of the sunlight off of a silver man…who was floating in front of his window.

The silver man waved, and then raised his arm. Pointing the back of his wrist at Fabian and exposing a concussion blaster, Armory blew open the window and stepped in. "Hello my baby, hello my honey, hello my ragtime gal," he sang, horribly off-key. Spreading his arms wide and deeply inhaling, he laughed. "My god, even the air smells better at the top!"

Fabian pulled himself back into a standing position. He hadn't been injured by the blast, but it had messed with his inner ear; his balance would be slightly off for the next several hours. "Who the hell are you supposed to be?"

Armory shrugged. "My answer is either 'Armory', or 'your worst nightmare', but I can't decide which."

LaMuerto growled. "Get out of my office!" He fired a concussion blast from his eyes, blasting Armory back out the shattered window and into the street. The silver man impacted the ground, leaving an oblong crater, and bounced several more times before coming to a stop and picking himself up. Fabian took the opportunity to change into his Black Tarantula costume, bounding out through the same broken window. As he hit the ground, he was impacted by a small missile and sent flying.

Armory's shoulder closed up, retracting the miniature missile rack. "Well, well, well… The great Black Tarantula, lying broken at my feet. How pathetic."

Fabian's answer to this was simple: he sprang up and delivered a punishing uppercut directly to Armory's chrome chin. As the silver man sailed back in a high arc, his arms opened to reveal travel-size cannons. He unleashed blast after blast into the Tarantula's body, forcing LaMuerto back.

Righting himself, Armory pressed his attack. "You think you're so bad? YOU THINK YOU'RE SO BAD!?" He rushed up and kicked Fabian in the chest, the hypervibratory blade in his boot easily sinking through Black Tarantula's tough skin. "You ain't bad; you ain't NOTHIN'!!"

Fabian fell onto his back from the force of the blow and the shock of his skin being punctured so easily. As he hit the ground, he wrapped his hand around Armory's leg and squeezed. The screeching and buckling of metal alerted Armory to his predicament. He unsheathed his circular saw, grinding the blade against LaMuerto's wrist. Fabian let go, but shot up a leg and kicked the silver man in the back. As Armory fell forward, the Black Tarantula lashed out with a straight punch that sent the cyborg high into the air.

Armory got up again, revealing a fair amount of his impressive arsenal. There were small nations with less explosive weaponry than was piled into the cyborg's metal body. "You can't hurt me, Tarantula; I don't feel any pain. But I can dish it out pretty damn well!" He unloaded several howitzer shells that had been resized for infantry, along with a few more missiles like the one that had floored Fabian before. "You're gonna die, Tarantula! DIE!!"

—SCENEBREAK—

As May swung through the city, she looked over at the Black Tarantula's legitimate headquarters. It was from that building that the Kingpin of Crime hatched all of his schemes…and it was blown wide open. An entire massive window had been shattered. If that didn't scream that something was up, then what did? As she web-slung closer, she heard the sound of explosions. Rounding the corner, May saw the same metal man who had fried Venom (or rather, Aloysius), and this time he was fighting the Black Tarantula!

Without a second thought, Spider-Girl leapt into the fray. Not only was she protecting the public, but she was avenging one of her best friends! She signaled her presence by webbing up Armory's face, flinging him into the air, and slamming him back to the pavement. May dropped down next to Fabian, offering him a hand up. "So, how's it going?"

LaMuerto smiled through his torn mask. "Fairly well, considering that I haven't gotten in a single hit for at least a full minute." He focused his attention on Armory's prone form. "He said he can't feel pain. Can we use that against him?"

May smirked. "Indeed we can."

Armory lifted himself off the ground, exposing still more of his guns, including a Gatling cannon encircling his left forearm and a backpack bearing a massive cannon on each shoulder. "Alright, who's the weisenheimer?" His query would have been far more intimidating had his face not been webbed up, and if he hadn't used the term 'weisenheimer.'

While Armory clawed the webbing out of his eyes, May took the opportunity to signal Fabian: 'you go that way, I go this way.' He nodded, and the metahuman duo ran to opposite sides of Armory. The pair began pummeling the Joules out of the silver man; Black Tarantula simply rained heavy-handed blows upon the metal form, regardless of where they hit. Spider-Girl, on the other hand, went with quick, surgical strikes to the joints.

Armory, unable to feel the pain in his left knee and therefore compensate for the event that was about to happen, collapsed in pure surprise as his knee gave out. He let out a shocked yelp, and trained his Gatling cannon on May.

Fabian saw the event almost before it happened, and time seemed to slow down. He screamed a booming "No!" as the bullets ripped through Spider-Girl's abdomen. Before May collapsed, she began to fire webbing at Armory, not stopping until he was completely coated.

The Black Tarantula's first instinct was to run to Spider-Girl, but he decided he should take care of the threat first. Grabbing either side of Armory's head, he applied as much pressure as he could. Roughly twenty-five tons of force is something that not many structures can deal with, and Armory's metal skull was no exception. As his head began to groan and implode, the silver man felt pain for the first time since his "rebirth."

His last words were, "You suck!"

Satisfied that the cyborg was dead, Fabian rushed over to his love's broken form. "Just hold on, just hold on." He repeated the words like a mantra as he let his hands roam over her midsection. He couldn't extract the bullets like this, and he couldn't very well leave the shells in there, but he could slow or stop the bleeding. He hefted her gently, and quickly got his bearings. "Just hang in there, my angel. You will live. I'll make sure of that."

In that moment, Fabian LaMuerto made up his mind: even if it got him arrested, he would aid Spider-Girl in whatever way he could. And it looked like they both now had a score to settle with Mr. White…

—SCENEBREAK—

Abel White had once again hacked into the Department of Transportation, and had watched the entire battle through the traffic signal-mounted cameras. It really was a pity that Armory had been such an emphatic failure; such cybernetic technology bade well for his plans in the future. In addition, he now knew Black Tarantula's greatest weakness: Spider-Girl was the key to it all. With her in his possession, both Venom and LaMuerto would fall.


	14. An Alliance

**Chapter 14:**

**An Alliance**

"_Truth is, a friend is someone who cares about you. Doesn't matter who they are, as long as talking to them and being with them makes you feel better." —Vherstinae_

The Black Tarantula burst through the doors of the hospital, carrying Spider-Girl in his arms. "Someone, help! Good god, please!"

The nurse who came up to him was the exact same one who had tended to Aloysius. Her name tag read 'Maggie.' She rushed up, noticing that it was Spider-Girl in the Kingpin's arms. "What happened?"

"Multiple bullet wounds. I've managed to slow the bleeding, but she needs the shells to be taken out." He looked her directly in the eye, making contact with his one exposed chocolate-brown orb. "And, no matter what, do not take off her mask."

After he laid her on the stretcher and left, Fabian said a silent prayer for his blue-and-red angel.

—SCENEBREAK—

The surgeons who operated on Spider-Girl were respectful of her secret identity. They only lifted enough of her mask to intubate her, and removed just enough of her costume to get at the bullet wounds.

Doctor Derrick Sharpe called for a nurse to wipe his brow as he finished the final suture. "Okay then, everybody. We have just saved Spider-Girl's life. Congrats." He turned to leave the operating room. "Let's get her bandaged up, and set her up in a nice, cushy room."

—SCENEBREAK—

Inside of the recovery room, nurse Maggie was the first to take care of the young superheroine. As she stared at the sleeping teen, the nurse couldn't help herself. She reached up, carefully…slowly…to the mask. She gripped it gently, and began to pull it off.

A black tendril lashed down from the ceiling, slapping the nurse's hand. Her head shot up to see what had struck her. Hanging from the ceiling was a clump of the Venom symbiote. The miniature, toothy maw growled at Maggie. "_No touching the mask,_" it burbled. Then, as quickly as it had appeared, it slunk away through a hairline crack in the sheetrock.

Maggie shook her head, and walked out of the room. She'd need a good, stiff drink as soon as her shift was over.

—SCENEBREAK—

Aloysius Qatrefoil's eyes snapped open. He sat bolt upright in the hospital bed, realizing that he didn't know where he was. Leaping to his feet, the tall young man tore the IV from his arm, ignoring the pain because his symbiote would soon heal the damage. Surveying his surroundings, Aloysius finally figured out that he was in a hospital.

Returning to the bed, Aloysius pushed the call button. Just under half an hour later, a nurse came bustling in. The thin teen swore that nurses over 35 simply had to be trained to bustle around like that. She walked in, moved over to the bed, and then did a double-take. She leapt back as if struck. "What are you doing out of bed!?"

Aloysius shrugged. "I missed Spamalot, so I decided to hang out here." For the next fifteen minutes, he was subjected to what he deemed an invasion of his privacy, personal space, and even his dignity. The nurse checked him up and down, searching everywhere for the formerly obvious scars from the plasma burns. They were still there, but looked as though they were older than he was.

The nurse scratched her head. "How on earth did you heal this quickly!?"

Aloysius looked from side to side, and then leaned in close. "Don't share this with anybody, but I've always healed quickly. I might have some sort of Wolverine- or Deadpool-style healing factor."

The nurse winked. "Don't worry; your secret's safe with me."

Aloysius smiled, and was about to ask to be discharged when he heard his symbiote's voice in his mind. Quickly stating that he would rest in bed for a while longer, he laid back down and mentally conversed with his Other.

"_Kid, you won't believe this: Spider-Girl is in this same hospital!_"

_What!?_ Aloysius mentally shouted. _Where? Why!?_

"_Chill out, Aloysius. She's okay. Best I can tell, she had some bullet wounds. Black Tarantula brought her in, and he reeked of that Armory assbag who got off that lucky shot on us._"

_So, we both got blasted by the same jackass?_ The tall, thin young man growled as he remembered the silver man who had nearly melted him.

"_Basically. I've got a scout watching over her. I already stopped an overeager nurse from de-masking her. Shall I keep an eye on Spidey?_"

Aloysius sighed. _Yeah. Keep watch over her, and let me know as soon as you see something unusual. I want to be there the moment there's trouble._

The symbiote mentally nodded. "_Oh, and by the way, she saw you unmasked._" Ignoring the shout of 'What!?', the symbiote continued. "_It gets weirder. She knew you by name._"

_Seriously?_ asked the symbiote's host.

"_Yep. She could spell your name and everything._"

Aloysius smiled. _Well then, maybe I should pay her a little visit once she wakes up. Let me know when that happens._

"_Will do, chief._"

And with that, Aloysius folded his arms behind his head and drifted off to sleep.

—SCENEBREAK—

Abel White shook his head slowly, pityingly. "Hm, Armory was a colossal mishap… I cannot believe that I failed so massively." He turned back to his desk, using a direct-point stylus to modify the holographic blueprints. "Perhaps I should do what the Canadians did with the Weapon X program…" He swiveled in his chair, pursing his lips in thought. "Yes…yes, that just might work. Find an emotionally fragile individual with a glaring flaw, and offer him or her an improvement in their body and self-image in exchange for taking part in my little 'operation'… Thank you, Dr. Octavius, for the neural inhibitor chip! Ahahaha!" He leaned back in his chair, laughing toward the heavens.

Cletus Kasady opened White's door, interrupting the mastermind's train of thought. "Uh, Mr. White?" He sidled in, speaking quietly. The more he hung around Abel White, the more the sunglass-wearing man terrified him. "Chaucer said something about a guy named Maundora getting impatient."

White nodded. "Ah, yes. Thank you, Kasady. With all the excitement, I'd almost forgotten about Mr. Maundora." He noticed that Carnage was still standing around, looking uncomfortable. "Ah, of course; I'm sorry. That will be all, Kasady."

_My, my, my…_ thought Abel White. _I may have already found my ideal Weapon X subject._

—SCENEBREAK—

Spider-Girl opened her eyes, groaning in discomfort. "Holy crap, I got shot!"

The Venom-sentry descended from the ceiling, forming into a shape reminiscent of a large water droplet. "_So, you're finally awake,_" it said.

May's first reaction was to jump back and scream, but then she realized what it was. "Oh, hi Venom." She noticed that it was only a small portion of the symbiote. "Uh, I hate to be rude, but…where's the rest of you?"

"_Out. We wanted to keep an eye on you, so we left a piece of me here. Oh, and we know you found out who we are underneath the symbiote._" It eyed her inquisitively. "_Now the question stands: who are you?_"

May nodded. "Well, I suppose I can trust you with my secret, but I'd rather have the whole you here."

"_Understood. We're on our way right now._"

"Just one more question: If you're still attached to Aloysius, how are you also here, and talking like you're both there and here at the same time?"

"_Pretty much exactly how you said it. I'm here, but we are not. I'm only a fragment of my whole, and my whole is still bonded with my host… If you think too much about this, your head will explode._"

Several minutes later, Venom faded into view, standing in the doorway to Spider-Girl's room. "Chameleon powers totally rock." He strolled in and sat in the moderately uncomfortable chair, turning to face the recovering superheroine. "So, Spidey, how you feeling?" As he spoke, the symbiote sentry descended from the ceiling and combined with the rest of the alien substance.

May did the universal hand-wiggle sign for 'ehh, so-so.' She eyed the alien. "So, why are you still Venom? We're alone in here, Aloysius."

Venom folded his arms across his chest. "Because I still don't know who you are. We may have agreed to trust one another as Spider-Girl and Venom, but perhaps your alter ego holds such animosity toward mine that you're planning some sort of vengeance."

May chuckled. "Man, you're just as paranoid with two brains as you are with one. Fine, I'll show you who I am. But web up the door and camera first, please." After Venom complied, Spider-Girl slipped a hand underneath her mask. She pulled up, and the fabric shell was fully removed from her head. Staring back at Venom was the lovely face of Mayday Parker.

Venom smiled, his black ichor receding to reveal the form of Aloysius Qatrefoil. "Well now, I really should have known. After all, you are Peter Parker's daughter. But, then again, your mother is pure human and your father's powers were a post-birth mutation, so there was probably a 50-50 chance of you not having powers, and why am I going on about this when my best friend is standing in front of me, telling me that she's Spider-Girl!?"

"Because you're a little dim?" May batted her eyelashes playfully.

Aloysius scratched his jawline. "Keep dreaming, girly. I'd still kick your butt on Jeopardy."

May sidled innocently up next to him. "By the way, Mr. Genius, it's bigger than just me being Spider-Girl. Remember what you told 'Spider-Girl' about a girl named May?"

Aloysius thought for a moment, and then slapped his forehead. "Crap!" He looked down at her. "Uh, you weren't really supposed to know about that."

May's full pink lips curved up into an angelic smile. "Do you see me complaining?" Seeing that Aloysius was still confused and clueless, Mayday just groaned. Grabbing the lapels of his shirt, she pulled Aloysius down to her level and kissed him.

—SCENEBREAK—

Agent Lust, of the Sins, was on the prowl. His lithe canine form slunk through the back alleys, following a particular trail of essence. In all honesty, Pilate's discovery of essence-tracking equipment had been a complete accident. But after seeing the infallibility of the technology, he built it into a tracking armor.

Utilizing this advanced, bizarre equipment, the wolf armor could hunt down the most elusive quarries. Of course, there wasn't always time to call in another Sin to chase down or fight the mark, so the wolf armor was also highly mobile and superhumanly strong. There hadn't been a formal measurement of the wolf armor's strength; after all, there had never been a need. But, if one had to guess, the strength would be estimated at roughly equal to Spider-Man's physical might.

It had taken a lot of leg work, trial-and-error, and the process of elimination, but Lust had finally locked onto a "scent" belonging to a member of the Yancey Street Gang. Now all he had to do was track down the gang's leaders and finesse the information out of them. That couldn't be all that much work.

Besides, after that came the hard part: tracking and killing Abel White.

—SCENEBREAK—

In his office, the CEO of OsCorp sat, staring off into space. It wasn't often he was without something to do, but when he was, boredom could strike faster than a cobra.

Just as he was preparing to fully zone out, let his eyes glaze over, and fall partially comatose for a few hours, his desk-mounted PA crackled to life, nearly causing him to soil himself. "Mr. Osborn? There's a call for you on the Video Phone."

Normie depressed the talk button. "Who is it?"

"The man told me he wants to talk to you about a possible business proposition. His name is Abel White."

—**Author's Note—**

Thanks to all two of the people who have reviewed so far. B.P.K., I'm glad that I have managed to enthrall you so. LittleMadman, thank you as well. For anyone else reading this, while I don't demand reviews, and I certainly won't hold the next chapter hostage unless I get more, reviews are indeed appreciated. They let me know if I'm doing a good job, or what I might need to improve upon. Thanks to everyone who's reading this, and expect more in a few days!


	15. Tension Builds

**Chapter 15:**

**Tension Builds**

The next day shook Midtown High to its foundations: Aloysius and May were dating! Felicity Hardy and Jimmy Yama practically threw a party in the cafeteria when the news was leaked (by Felicity, obviously). Considering that the new couple had virtually all of their classes together, May spent most of the school day hanging off of Aloysius' astoundingly long arm. While May was mostly lovey-dovey and blatantly displaying her affection for the messy-haired young man, Aloysius was more content simply to exist.

At the end of another eight-hour torture session, school finally let out. Aloysius walked May to her father's car, the pair cuddling as they shuffled along. Peter Parker climbed out of the vehicle, leaning on his crutch. "Hey there, Mayday!" His eyes trailed up to the young man to whom May was affixed. "Aloysius," he said, his voice surprisingly cold and monotone for speaking to his daughter's first love.

Aloysius inclined his head. "Mr. Parker." On the second word, a little bit of Venom's voice bled through. Noting Peter's apprehension at his fluctuating voice, the young Qatrefoil turned up his palms in a gesture of pacifism. "You don't have to worry about me assaulting you, Parker. I'm not that kind of guy, and my Other came to terms with your, ahm, _history_…years ago."

Peter relaxed his body, but his eyes remained steely and trained on the young man. "I'm going to reserve judgment on you until I get to know you better. But, I hope you're all that you say." He climbed back into his car, moving with a surprising fluidity for having only one leg.

May climbed in next to him, blowing a kiss to Aloysius. Once they were out of earshot, she turned to her father. "Daddy, he is all that he says he is. You know Aloysius, and he's unchanged. He's just gained Venom's strength, experience, and ruthlessness." She squeezed Peter's shoulder in a manner that was simultaneously comforting, affectionate and reassuring. "He's a strong man, and he's a good soul. I trust him with my life."

Peter nodded. "But I don't trust him with your life. Not yet; maybe not ever."

—SCENEBREAK—

Cletus Kasady sat at a table in the office complex's cafeteria. Mentally, he referred to this building as his free prison. Sitting opposite him was Abel White's right-hand man, Chaucer. Chaucer was a dark-skinned man, likely of Haitian descent. He stood slightly under six feet tall, and was incredibly broad. His cobalt eyes shone out from beady sockets.

Cletus sighed, poking half-heartedly at his pudding cup.

"What's the matter, psycho?" asked Chaucer. His Haitian accent made that question rather humorous.

"I haven't actually done anything in days. The last time I was outside this building was when I posed as Cassidy Ico and blew the crap outta myself."

"Then why don't you just go outside?"

Carnage laughed nervously. "Are you kidding me!? White said he'd kill me if I started rampaging! You've been working for him for years; you know how scary that mofo can be!"

Chaucer rolled his eyes. "Then ask him."

Kasady cocked his head. "Ask him what?"

Rolling his eyes up to the sky and sighing, Chaucer shook his head slowly. "Are you an imbecile? What I meant was, just ask Mr. White for permission to go outside. Be polite and respectful, but make your point."

—SCENEBREAK—

Carnage slowly opened the door to Abel White's office. White's head immediately snapped up, noticing Cletus. "Not now, Kasady!"

The man sitting opposite White turned around. "Cletus Kasady? Nice to meet you. The name's Maundora." The tan man smiled, disturbing Kasady. The right side of his mouth didn't end; instead, it curled up and up until it connected with the corner of his eye. The skin on Maundora's right side was tinted a vague cerulean, and when he smiled the effect was nauseating, to say the least.

White rolled his eyes. "Alright then, since Maundora seems unmolested by your presence, what is it you want, Kasady?"

"Uh, I want to get out of this building and tear stuff –and people– apart!"

White shrugged. "So long as you stay away from my organization and don't draw attention to me, you can wreak havoc and pain as you like." He thought for a moment. "In fact, I'll officially assign you a mission: while you're out there, kill Venom."

—TIMESKIP—

Aloysius Qatrefoil sat in his room, bored out of his skull. His parents had barely acknowledged him when he got out of the hospital, didn't care that he was dating May, and now they'd probably forgotten that he was in the house.

He heard the doorbell ring, followed almost immediately by his mother's shout. "Aloysius! Can you get that?" It figured. They only remembered him when it was convenient.

He stalked out of his room, passing in front of his parents. Sure enough, their eyes were glued to the glowing screens. His mother was watching television and his father was on the Internet, no doubt secretly looking at dirty pictures. Aloysius strode to the door, checking through the peephole.

On the other side, a reddish-blonde man stood smiling. The man was wearing jeans and a baby-blue, unprinted t-shirt. Aloysius raised an eyebrow. Who was this guy? He sure as hell didn't know him. But within his mind, Venom cried out. "_It's Carnage!_"

Aloysius spun to face his parents. "Get down!" Red tendrils burst through the door and front wall, wrapping around Aloysius and pulling him out into the apartment complex's hall.

"Hello there, Pops!" laughed the red menace. "You have no idea how long it took me to track you down. This whole city is filled with your stink!" As Carnage shouted, a huge black fist lodged itself in his mouth, and then tore off his jaw.

"_**Well, you wanted us, you got us!**_" Venom's claws tore through Carnage's body, splattering the mass murderer across the walls. "_**Quit slacking, boy. Get up and show me why people are supposed to fear you!**_"

Carnage reassembled himself. "I'll be happy to! Bring it on, ugly!" He lunged at Venom, tackling the larger symbiote. Venom caught the smaller alien, grabbing him by the face and smashing him into the floor. Carnage got back up, groaning. "Oh, come on! Hold still; I just wanna hit you!" He bolted forward, slamming into the massive black creature.

The two locked hands, pushing against one another. Surprisingly, they were evenly matched. "What!?" Carnage shouted. "How-? I'm stronger than you!" Venom laughed. "_**But you don't have our stability!**_" Venom pushed up, lifting Carnage into the air and hurling him down the hall. Carnage flipped, immediately returning to a standing position. Elongating his fingers into knives, Carnage bolted toward Venom once more, driving his blades into his progenitor's form. Slicing off one of Venom's arms, Carnage kicked the large-toothed critter in the face, sending him through the ceiling.

Venom quickly righted himself, noting the loss of a limb. He concentrated, and sprouted a new arm. He quickly somersaulted backward, readying a shot of fragmentation webbing. Sure enough, the ever-predictable Carnage leapt up through the chasm, only to have his head exploded by a blast of fragweb. Instantly, Venom launched a line of webbing, sticking it to Carnage's chest. Getting a firm grip on the line, the black symbiote began to spin in a circle, building up momentum. The rotational speed increased exponentially, and Venom finally released the line. Carnage went sailing into the distance, crashing into and through an office building, and finally impacting a crater in Central Park.

Venom laughed maniacally, and began web-slinging his way toward the park. "_**We're coming for you, Kasady!**_"

—SCENEBREAK—

May Parker's Spider Sense was buzzing, but not in the usual manner. Instead, the tingle seemed distant, coming from without. A ticker began scrolling across the bottom of the television screen: "WARNING!! Venom and Carnage have been sighted fighting in Central Park. Contact any loved ones in the area. This is not a test. This is real. WARNING!!"

May bolted out of her chair, gathering up her Spider-Girl accoutrements. "Mom, Dad, I have to go. Venom can't take Carnage by himself!" Without another word, she donned her mask and bolted out the door.

Swinging down the streets toward Central Park, May found herself extremely nervous. The last time they'd fought Carnage, the mass murderer had been unprepared for a fight against two opponents. He'd been even more surprised at the emergence of Venom. The two had incapacitated Carnage, and Venom was about to kill the unconscious Kasady, but Aloysius' mind and S.H.I.E.L.D. had intervened, and Brooks took Carnage into custody instead. This time, however, Brooks wasn't here, and May had no idea what Venom might do.

—SCENEBREAK—

Venom dodged a vicious left hook from Carnage, retaliating by grabbing the red symbiote's extended arm and swinging him into the ground. Carnage struck for Venom's foot, but the elder symbiote leapt away, sticking his foot to a nearby tree. Kasady did a double-take. "What the-? Since when can you stick by your feet? Spider-Man can't do that!"

The broad, black alien chuckled. "_**One of the multifarious benefits that arise from my entire body being comprised of the same material.**_"

"Dude, what?"

Venom rolled his eyes, or rather, he lolled his head in a manner that connoted a rolling of the eyes. Symbiotes didn't exactly have eyes that they could roll. His response was to lash out with several tentacles. One of the advantages to having a shape-shifting body was that you could manipulate it in practically any manner you could imagine. In this case, Venom would strike out with a tendril of his black essence, and then when Carnage would try to take hold of the retreating appendage, Venom would fold the extension into itself, making it too short for Carnage to grab.

In truth, unfortunately, Venom probably couldn't beat Carnage. Of course, with his strategic mind and martial arts prowess, he probably wouldn't lose to the psychopath, either. The best he could hope to do would be to fight him to a stalemate, and that sucked. It sucked because Carnage wouldn't give up, so Venom would have to beat him into unconsciousness as Kasady did the same to him.

Utilizing his increased clinging abilities, Venom bounced from tree to tree, striking out at Carnage's poorly guarded flanks whenever the opportunity presented itself. One thing that you learned quickly when dealing with Carnage was that it was usually best not to stand in front of him. He'd hurt you.

As Venom leapt once more, Carnage anticipated where he would land. Lashing out with a tendril of his own, he landed the red cord around Venom's neck, squeezing tight. He reeled in his "father," forming his other hand into a huge, executioner-style axe. "And this is how it ends," Carnage cackled madly. "After all this time, all the torture you put me through, all those sanctimonious lectures…it all ends now!" As he reeled back to cleave Venom in two, his face was suddenly distorted by a vicious kick.

Spider-Girl's midair roundhouse obliterated Carnage's head, and sent him sailing. She had put all the strength she could muster into that kick, and it showed. As she righted herself aerially, May shot a stinger through the tentacle wrapped around Venom's throat, causing it to tear as it stretched.

Venom tore the remainder of the tendril, smiling at Spider-Girl. "_**Thanks, beautiful.**_"

May blushed, although it was covered up by her mask. "So, you're just as big a charmer when there's two of you?" She turned to face Carnage. "And you! Will you ever learn? Somehow you escape prison, and the only thing you can think to do is come back here and hunt us down!? What is this, a big pissing contest? Well, I, for one, am not going to participate. I'm just gonna throw you a beating and be done with it."

Venom cracked his knuckles, making a sickening oily sound. "_**We're not going to be so kind. Carnage, you survived last simply because our human half was afraid to kill you. This time, you don't have such a luxury. You're going to die today, boy!**_"

Carnage was about to shout a retort when a huge fist buried itself in his abdomen. As he bent forward, an uppercut was delivered to his chin. As Kasady reeled upward, Spider-Girl spiraled over Venom's back, delivering three successive windmill kicks to the red symbiote's face. She flipped over Carnage, grabbing him by the upper jaw and swinging him in a nearly 360˚ arc to slam him with vehement force into the ground, kicking up a storm of grass and dirt. Carnage sprang up, lashing at her with several bladed tendrils. As he struck at May, Kasady found himself instantly faceplanted from behind by Venom.

Damn, there was no way he could beat the both of them. Carnage realized that he'd have to split them up. No chance of that happening here, so he'd first have to put some distance between himself and them. Then, he'd need to do something that'd separate those two, but that was easy: they were heroes, so he'd just have to create enough wreckage that one of them would be required to stay behind and help the bystanders.

Then, when it was just him and Venom…

—SCENEBREAK—

Normie Osborn sat at his desk, holding yet another phone conversation with Abel White. This guy could well be the next Tony Stark, with all the technology he was commissioning Normie to build.

On the LCD screen, White smiled. "Now then, I will also require a pallet of personal shoulder-mounted aerial transportation engines. I believe the layman's term for them is 'jetpacks'."

Normie chuckled. "And what would you be needing those for?" He liked that White was willing to pay for such tech, but it was still unsettling that an unknown was buying dangerous equipment like missile launchers and modified Metal Storm cannons. And those sunglasses…he never took them off. That just made him all the creepier.

Abel White peered through his shades at Osborn. "My contract never stated that I would be required to disclose the usage of anything I purchase from you. My employers would prefer to remain anonymous." Not to mention nonexistent.

—SCENEBREAK—

Carnage grabbed Venom by the face, hurling him in Spider-Girl's direction. As soon as the girl leapt aside to dodge the big alien, Carnage leapt into the air, sticking one of his tendrils to the side of a building in order to do his version of web-slinging. "Catch me if you can, morons!"

Venom shrank back down to his more svelte form. "I do believe we have just been challenged to a race." He turned to May. "Shall we, my dear?"

"Certainly, hon."

The pair leapt into the air, chasing after Carnage. They were able to keep easy track of him, as he left broken buildings and exploded vehicles. Kasady wrapped a tentacle around a moving car, hurling it into an office building and making sure it stuck. The car's doors fell open, leaving several passengers hanging for their lives at least ten stories up.

Venom looked to May. "You take them! Cover crowd control and rescuing. I'll go after Carnage!"

May nodded. "Be careful."

—SPIDER-GIRL—

May swung up to the car, wrapping her arm around one of the hanging passengers. "Grab on!" she shouted, crawling over to another. With two people hanging from her neck and shoulders and a third under her arm, Spider-Girl dropped back to the ground and set the three safely on the ground.

A groan of steel drew May's vision back to the car. The driver, who was trapped in the car, let out a scream of terror as the car began to fall out of the structure. Spider-Girl leapt up, sending out lines of webbing in an attempt to hold the car. Unfortunately, gravity and momentum proved too great for the web-lines to handle, and the gray cords began to snap.

"Oh, god," was all May could say as she watched the car rip through web after web.

Two new web lines came down from above the car, catching it and slowing its descent. Spider-Girl cheered, and launched out more cords of webbing to steady the car. Climbing up the webbing, May ripped the door off of its hinges and pulled the driver to safety. She then tore some of the webs, allowing the car to safely descend to the ground.

Now that the circumstances were no longer so dire, May decided to find out who had saved that man's life. Looking up to the top of the building, she spied the familiar red-and-black costume of Gerry Drew, formerly known as Spider-Man. May web-zipped up to the roof, standing in front of the young man.

"Gerry!? What on earth are you doing here? I mean, if you get a single cut–"

He cut her off. "First off, it's not Gerry. I'm Spidercide now. Figured since that name wasn't in use, I'd snatch it up. Secondly, I don't plan to get cut. I'm just gonna help out where Carnage tears up this town." He folded his arms across his chest, but his stance implied that he was grinning behind the mask. "Don't worry about me, May. I'm not going to blatantly put myself in danger." He leapt off the building, slinging through the narrow streets.

May rolled her eyes, and followed him. She sighed to herself. Was Gerald suicidal?

—VENOM—

"Come back here, you little prick!" Venom shouted a wide variety of insults at Carnage as he chased the mad symbiote across the city. As he swung, Venom launched a deluge of web-bullets at Kasady. The bullets weren't exactly damaging, but they did tend to knock Cranage off-balance and cause him to lose speed. Venom needed to catch up to him, where he could keep Carnage in place. Perhaps the chaos would attract some S.H.I.E.L.D. operatives, and they could team up to finish off Cletus Kasady, once and for all.

Hurtling through the air, Venom finally found himself close enough to Carnage to launch out a web line. The sticky gray substance clung to the back of Carnage's head, and Venom pulled back the instant Kasady released his grip on a building.

"What the-!" were the only words that escaped Carnage's mouth as he found himself jerked backward. He flipped heels-over-head, stopping short as Venom drove his fists into Carnage's gut in a massively painful two-handed hammerfist strike. As Carnage crashed into the ground, he left a crater.

Venom descended, dropping like a stone. He tucked his knees up to his chest, and at the last moment, kicked down with all the force he could possibly muster. Carnage's body broke through the street, landing in a subway station.

The red menace rolled aside, righting himself. Venom lowered himself through the cavity in the street, hanging upside-down on a line of webbing. "Come on, Carnage. Challenge me!"

Carnage growled, and as his jaws spread wide, his human mouth became visible. For the first time in Venom's recent memory, Carnage's voice became multilayered, as if Kasady and his symbiote wee speaking individually. "_You desire a challenge, Father? We shall see you burn in the eternal flames!_"

Venom did his best to crane an eyebrow. "Are you feeling alright?"

Carnage laughed, his voice more sinister than ever. "_Oh, we feel excellent. We hunger for your life essence. Once we devour you, we will grow more powerful than ever, and we shall be unstoppable!_"

Venom shook his head. "My gosh, you're stupid."

—SPIDER-GIRL—

"Spidercide! Where's Venom!?"

"How the hell should I know? You're his best buddy!"

"Geez, Red; you don't have to be so snippy," said May.

Gerry slumped his shoulders. "Sorry; I just feel like you're thinking of me as a hindrance rather than a help. I mean, yes I'm still sick, but I can still make myself useful!"

Spider-Girl swung up next to him. "I know you can, but I still worry about you; it's what friends do. I don't think I could live with myself if you got hurt because I didn't protect you." She paused. "I know you don't want to be reminded of it, but you ARE sick, and you have to take that into consideration. I don't want you dying from some horrible infection."

Spidercide looked over at his female companion. "Thanks, Spidey. That means a lot." He looked ahead of himself. "Uh, SG, I think I found out where Venom went."

—VENOM—

Venom dodged another blow from the feral Carnage. He found that it was actually easier to avoid Carnage's blows in his smaller, faster form. "Oh, come on Carnage. You really can't do any better than this? You're striking out at me like a blind badger."

"_Shut up shut up shut UP!!_" Carnage swung a massive claw at Venom, which was promptly gripped by his predecessor. Venom grinned at his offspring, and swung him face-first into the concrete support beam. The beam shattered from the force of impact, and Carnage tumbled onto the tracks.

Spider-Girl and Spidercide dropped through the hole, just in time to see Venom swing Carnage through the concrete support beam. Venom doubled in size, and dropped down onto the smaller symbiote before he could recover. The elder alien gripped Carnage by the back of the head, slamming his face repeatedly into the ground. "_**Know your place, child! You belong beneath our heel!**_"

Carnage grabbed Venom by the ankle, hurling him into the wall. "_Get off of us, you bastard!_" He rose, and clutched Venom by the throat. "_You have no idea of the pain and the suffering that we can put you through._"

Venom sneered at his scion. "_**Oh, I think we have an idea. It'll probably hurt as much as this!**_" He formed his arms into a titanic set of jaws and split Carnage in two. Kasady fell to the ground, and tried to ooze away, until Venom stomped on his head. The disgusting _splat_ sound that echoed through the station nearly made May and Gerry vomit. "_**How does it feel, Carnage? How does it feel to be ravaged and brutalized? We will make you suffer all of the pain that you have inflicted upon others!**_"

Carnage reached out, trying to crawl away in desperation. As his fingers crept across the floor, they clutched the third rail and erupted into flame. A heinous screech erupted through the station, and Venom fell back in pain.

Once he recovered, Venom slimmed back down and grinned cruelly. "This gives me an idea… Spidey! Web up my hands!"

May was dumbstruck. "Uh, which one of us?"

"And why?" added Gerry.

Venom groaned. "I'm talking to the one with boobs, not to the boob. And I need your webbing because it's inorganic."

Spider-Girl shrugged. "Whatever floats your boat." Venom spread his fingers into claws, and May coated his hands in her webbing.

"And now," Venom snickered. He reached down and grabbed Carnage, pressing him back down onto the third rail. His snickering devolved into outright demonic laughter as Carnage was slowly incinerated. "Die! Die!! DIE!!"

With the last of his strength, Carnage grabbed Venom around the torso and hurled him back into the station. "_Y…you will nnnever kill…usssss…_" He began to crawl away.

Venom and Spider-Girl prepared to leap back into the rail pit, but Spidercide held them back. "You know, guys, the 7:35 is always eight minutes early."

Venom and May grinned. They watched with casual detachment as the huge subway train obliterated Carnage.

As car after car passed, Venom's featured set into a stone scowl. "He's not dead."


	16. The Hunt Begins

**Chapter 16:**

**The Hunt Begins**

"_Dance, dance! We're falling apart to half time." —Fall Out Boy_

Lust chuckled to himself as he stared out at the British punks from his hiding place on the shadowy wall. There he was, the man who reeked of the essence Lust had been following.

Rudy Cranston couldn't shake the feeling that he was being watched. "Oi, you guys feel like there's somebody staring at you?"

One of his friends clapped him on the back. "Yeh're cray-zee, bruhva."

"Oh, I wouldn't say that," said a deep, metallic voice. A long, clawed hand shot out of the shadows and gripped the back of Cranston's vest and pulled him into the shadows.

"Holy shite! That thing took Rudy!" shouted one of the Yancey Street derelicts. Another screamed, "what the hell was that thing!?" The five other Nobel Prize candidates rushed into the shadowy alley, intent on rescuing their cohort in mayhem and poor hygiene.

They rounded the corner just in time to see a massive, chrome-colored lupine humanoid leap up the side of the building and land on the roof. The gang members were about to run inside and climb the stairs when they saw the metallic creature leap across the street to the roof of another building, and then bound further down a number of city blocks.

—AGENT LUST—

As Rudy screamed in terror, Lust laughed at his fear. "Scream all you like, dude; nobody's coming to help you." He lighted near the top of a skyscraper, gripping Cranston by the wrist and dangling him in the open air above the street. "Alright, Limey, I've got some questions, and you're going to give me answers, or else you get to find out firsthand what it's like to fall thirty stories onto solid asphalt. Take it from me: it's not pleasant."

Rudolph Cranston held within him an iron will and a defiant spirit…or an utterly titanic lack of intelligence. He spat onto the flat, chrome 'face' of his captor. "I ain't tellin' you squat, ya wankah!"

Lust shook Cranston while loosening his grip on the Brit's wrist, and was rewarded with terrified, girlish shrieks. "That's more like it. You as a person are unnecessary. I just need one of the Yancey Street higher-ups. That means that I don't lose a thing from letting you drop. Now that I have stated your inconsequentiality, are you going to cooperate, or do you want to go splat?"

"AIIIEEEEEK!! Okay! I'll talk! I'll talk," Cranston cried as he clung to Lust's metallic arm.

"That's more like it. Unbutton your yap, man." Lust leaned in, flexing his claws. "Tell me about Abel White."

Rudy sputtered. "Who? I don't know any Abel!" After being shaken again, Cranston screamed once more. "D'oh, god! D-do you mean Mr. White?" Receiving a response in the affirmative, the Yancey Street lieutenant continued. "Okay, okay! We call him Mr. White. He gives us money an' cybernetic parts, and we steal machine-stuff for him in return!"

Lust growled. "Where are you scheduled to meet?"

"Oh, come on! I don't know! We never know until that day!"

Lust chuckled. "Well then, you'll have to let me know. I'll be following you. When you get the information, you tell me. If you don't, or if the information is false, I'll kill your entire family. And I'll make you watch." He hoisted Cranston back onto the roof, and dropped him on his posterior with a satisfying _thud_. "We'll be in touch." Lust made another titanic leap, disappearing over the horizon.

—VENOM—

Aloysius Qatrefoil wandered back to his home, walking in through the obliterated doorway. He found his parents waiting for him. Gretchen Qatrefoil looked terrified, and Carl Qatrefoil was seething.

"What do you think you're doing here!?" spat Aloysius' father.

Aloysius hung his head. "You understand why I didn't tell you."

Carl stalked up to him. "Oh, I understand! I understand that you're a monster, and you let another monster invade our home!" He brought his hand down in a heavy-handed strike, knocking Aloysius to the floor. "I will not have a freak living in my house!"

Aloysius could feel his mother's gaze upon him. He flicked his eyes to her, and she turned away in shame, disgust, and self-loathing. Carl grabbed his son by the hair, hauling him back up only to punch him again. "You're dead to us, boy! Get out of my house, and never come back! You're no longer a Qatrefoil!" He clubbed his son again.

Aloysius sprang up, grabbing Carl by the arm and hurling him against the wall. "_**Well, well, well. So, the fleshlings' true colors finally come to the fore. We had expected you to simply freak out. Congratulations, you have exceeded our predictions.**_" Aloysius' body remained human, but his voice was that of Berserker Venom. He aimed his fists at his parents, and webbing leapt from the backs of his hands. Satisfied that his parents were sufficiently stuck to the walls, he marched toward his room. "_**We are taking our accoutrements, and leaving. Don't worry; we'll never darken your doorway again. In return, you will not reveal our identity. Should you ever do so, we will return and devour you. Understood?**_" Receiving no response, Aloysius smirked. "_**Good. Well then, farewe…on second thought, nevermind.**_"

He lashed his possessions together in a bag made of webbing, and promptly left. He headed for the home of the one person he knew he could trust. _I hope Parker's making pasta tonight…_ He licked his lips as he transformed into Venom and web-slung through New York.

—SCENEBREAK—

Abel White sat meditatively at his desk, eyes closed behind his pitch-black shades. He became aware of an odd churning, gurgling sound coming from the air ducts. He reached out and pushed the PA. "Excuse me; this may be a large inconvenience, but this building needs to be evacuated. I have a sinking feeling that at least one-third of it will be in ruins by the time the stock markets close."

As soon as White released the PA, Carnage burst out of the ceiling. "YOU!!" he screeched. "You manipulative bastard! You're planning to get me killed, aren't you?"

"No," said White, dodging Carnage's blade strikes, "you're the only one responsible for your near-death experiences." He ducked under a red-and-black razor chain, smirking all the while. "I'm beginning to think that I should have killed you long ago. You've been nothing but a liability to me the entire time."

"Oh yeah?" Carnage retorted as he struck out again, this time with just a regular punch. "What would you have done about that Becca chick without me?"

White shrugged, sidling to his left as Kasady tried to bum-rush hum. "I'd probably have stolen a S.H.I.E.L.D. Life-Model Decoy, and just detonated the LMD. Would've taken about a week longer, but I wouldn't have a whiny little bastard moping around my office building." Carnage shot a storm of tentacles at him, and White grinned maniacally. Extending the blade from his gauntlet, Abel White danced aside, spiraling elegantly and slicing the tendrils apart with casual ease. He dropped into a ready stance that almost looked like a curtain-call bow, and awaited Carnage's next move.

"Screw this," Carnage growled. He leapt at White, creating a veritable wall of symbiote essence. Abel didn't even bother dodging, instead settling into a battle stance and awaiting the impact. Carnage's momentum crashed them through the wall and into the hallways. Carnage's head was sliced clean in half, the upper jaw and skull sailing through the air as the mandible hung open in a stunned gasp. White planted his feet against Kasady's chest and, rolling backward, kicked the psychopath off of him. With just a quick flexing of his back and shoulder muscles, White sprang back to his feet.

It took Carnage a moment to readjust after restoring the upper half of his head, and he barely had time to see White hurtling toward him in a flying side kick. Abel White's aim was impeccable, and his force overwhelming. His foot planted in Carnage's face, and the momentum sent the symbiote crashing into an adjacent office. "Come now, Kasady, surely you're not tapped out already?" White snickered. "It would seem that all those years in self-imposed exile have dulled your skills and reflexes."

"Good Christ," Carnage shouted. "Do you ever shut up!?" He leapt at White and although he missed (badly), his blow impacted the floor and shattered their support, causing the pair to tumble down into the cafeteria. Righting himself on a table, White leapt aside as Carnage hurled a snack machine in his general direction. Kasady launched a barrage of symbiotic projectiles, such as spears and tomahawks, all of which were either dodged or sliced to pieces by Abel White.

"You know," said the pale man, "I suppose I should be proud of myself that I am a match for—and even a superior to—a symbiote, but really, I'm just bored."

Carnage shot out an innumerable number of tendrils, each one sticking to a piece of furniture. He launched the hail of metal and compressed wood at his former employer. "Shut up, shut up! Shut up! SHUT UP!!"

White leered, his blade crackling with the same violet energy that had short-circuited Kasady's S.H.I.E.L.D. containment shackles. He pirouetted and breakdanced his way toward Carnage, slicing at anything that flew toward him. Whatever his blade touched would instantly explode in a shower of purple sparks. He slid along the ground like a limbo expert, springing up to bring his face just inches from Carnage's own. "You know, I don't think I will. I'm just going to keep talking and talking, even when I have nothing to say. And, when I finally reach that point, I'll run for President of the United States!" He drove his sparking blade into Carnage's gut. "I do hope you'll vote for me, Kasady," he chuckled. "That is, if you're still alive…"

Carnage threw his arms weakly around White, trying to squeeze the life out of him. Unfortunately for Cletus Kasady, he was so exhausted that the force he exerted was only equal to a bear hug from a lumberjack. As the purple energy flowed into him, Carnage finally succumbed to unconsciousness.

White smiled, looking up into the security camera. "Chaucer, please send in a team of detainment specialists. Mr. Kasady has just volunteered to test the latest version of the neural inhibitor."

From his position in the security room, the man known solely as Chaucer snickered. He loved watching his employer fight. Abel White was a showman, literally dancing across the battlefield as he fought with big, bold moves that were sure to do crippling damage. White's battle were always memorable for one reason or another, no matter which side you were on.

—TIMESKIP—

The room stank of disinfectants and formaldehyde, and the quiet hum of the fluorescent lights could be considered by many to be vaguely disconcerting. But by far the most unsettling thing about this operating room was that the surgery was being performed in an office building, and the patient was Cletus Kasady. Nevermind that Abel White was the on-call surgeon.

White skillfully maneuvered the scalpel, the obsidian blade effortlessly parting the flesh of Kasady's neck. As red blood and the red-and-black symbiotic fluid bubbled out of the wound, White spoke to his 'nurse,' Chaucer.

"Wipe." Chaucer reached over with a fresh white cloth and dabbed the sweat from White's brow. White set down his scalpel and extended an open hand. "Forceps." The tool was placed in his waiting palm.

White utilized the forceps to precisely spread the skin on the back of his patient's neck, effectively clearing a path to Kasady's spine. Gently shifting aside veins and nerves, at least temporarily, White set down the forceps for later use. He extended his open hand once more toward Chaucer. "Laser scalpel." With his new tool, White slowly blazed his way into the spinal cord. He needed to work with mind-boggling accuracy in order to safely plant the neural inhibitor into Carnage's medulla oblongata. Abel White set down the laser scalpel and retrieved his forceps. "Chaucer, give me the chip."

The Haitian man carefully place the fragile neural inhibitor chip in the forceps' grasp. "Good luck, sir, and godspeed."

White snickered. "You should know me enough by now, Chaucer, not to bring up the oxymoron of God into our conversations." As he maneuvered the chip into position, Abel White began to wax philosophical. "In the broadest and most vague terms, God–should he exist–is a boy with an ant farm: he had big plans, but it's all gotten pretty random and anarchic. He's not really planning too much these days, and we're all getting lanced up the ass with fishhooks because of it…metaphorically speaking, of course." He shifted his weight, his tongue poking slightly out of the corner of his mouth as he made sure not to clip any nerves. "Besides, the whole Bible is basically a rulebook for nomadic idiots. The rules on eating were established because, back then, there were no proper ways to sanitize such foods. The supposed 'sanctity of marriage'? A simple principle designed to prevent the spread of sexually-transmitted disease. The Ten Commandments, the religious' single greatest contribution to modern thought, is probably the only thing that is still relevant today. However, if those are the Holy Commandments, the why is it that God Himself breaks those commandments as casually as one might scratch an itch? Seems pretty hypocritical to me." He extended his hand once more. "Time to suture this wound." As White got to work, he continued speaking. "In truth, I'm not averse to the idea that there may be some omniscient being out there, trying to direct us all to its whims. However, unless he's a monster–which I can relate to, and even admire–then he's doing a fairly horrible job of things. I mean, what was even the point of giving humanity free will if He wanted us to do what he said? Just to see if we'd do it? And if you desire to follow that particular school of thought, why were we created at all? If the 'Supreme Being' is indeed omnipotent, omniscient, omnipresent, and whatever other adjectives with the pretext of 'omni-' that I may have missed, what's the point of making a bunch of pissy little skin tubes, other than pure vanity?" Abel White leaned back, admiring his work. "Not too bad, if I do say so myself." He turned to Chaucer. "Call someone to move this sack of failure. Tomorrow, we find out if he's been turned into something useful, or if I accidentally lobotomized him."

Chaucer nodded. "Certainly, sir. And, just to throw my two cents in, I must respectfully disagree with your assessment of God. I happen to be a religious man, and, well…"

White looked back at his employee, and smiled. "But of course. This is all simply my opinion, after all. But, it's good that we can find other common ground besides religion." He stalked out of the room. "Oh, and please, call Maundora's people, will you? I must alert him that the plan needs to proceed at one-and-a-half times its current speed."

—**AUTHOR'SNOTE**—

Yeah, this one has a lot of talking. White's and Chaucer's religious views are kind of like my two poles. Despite the fact that White's a sinister madman, he's just such a magnificent bastard that I can't truly hate him. In truth, I find myself unable to decide whether it would be better for the story for White to be hated or grudgingly loved.

Anybody who's reading this, please review. Tell me it's good, tell me it sucks, tell me what you'd like to see, or tell me that you like tuna. I don't care, just plop a review in my lap. It's fun for me to see your reviews, just as it's (hopefully) fun for you to read my deranged ramblings.


	17. Progress

**Chapter 17:**

**Progress**

Aloysius Qatrefoil's eyes fluttered open, and he stared into the darkness. The tall young man shifted, and promptly rolled off the couch. He landed with a painful thud on the hardwood floor. Aloysius sat up, holding his nose. "Scheisse," he cursed in German. He pushed himself onto his knees, ignoring the discomfort of his kneecaps pressing into the wood. The sleepy teen staggered to his feet, stalking into the kitchen for a glass of…whatever might be available. As he sidled lethargically into the kitchen, he slammed his knees and shins into various articles of furniture. "Dammit," Aloysius grunted. Why had he thought it'd be a good idea to sleep on the Parkers' couch without getting the lay of the land first?

As he lurched into the kitchen, Aloysius saw May's form sitting on a barstool, munching cookies. "So," he smiled, "that's what woke me up: you and your cookies of evil."

May looked up, smiling at her newfound boyfriend. "Yes, it is I, the Mistress of Evil Cookies. You'll never defeat me, Insomnia-Man!"

Aloysius took a seat next to her, snatching the cookie out of her hand. "Insomnia is right; I haven't gotten a good night's sleep in almost a week."

May wrapped him in a gentle hug. "Hey, it can't be easy having your idiot parents kick you out."

Aloysius conceded her point. "I mean, I'd been preparing myself to deal with something like this for a while, but I guess you're never quite ready for the real deal, huh?" He stretched, using May's strength to steady himself. "Anyway, at least I had somewhere to go, eh?"

May nodded, cuddling into her boyfriend. "That's right, pal. And even when you do find another place, you're always welcome here."

The young man chuckled. "Yeah, but I think your dad's still suspicious of me. Not that I much blame him, mind you. Spider-Man and Venom have had _quite_ the history… But, it seems like Spider-Girl and Venom are reversing that history, doesn't it?"

May grinned. "Yep." She pulled Aloysius down to her level and kissed him.

—SCENEBREAK—

Corinthia Grigor sat in Virgin Airlines' first-class seating, totally relaxed. Of course, the gratuitous amenities of first class had that effect on most people. Cori, as per the norm, found herself the center of attention. A girl standing 6'4" with the body of a lingerie model tended to turn heads. Her long black hair, reaching past her shoulder blades, fell tousled about her face as her brilliant green eyes shone out. The men's eyes roamed all over her curvaceous body; she could feel them undressing her with their eyes. But, she was too close to her destination to really care. Corinthia threw back another three fingers of scotch with reckless abandon, and immediately beckoned for another refill. This was her sixth glass, meaning that she'd drunk a total of eighteen fingers of scotch, and she had yet to even get tipsy.

As the plane touched down and taxied toward its gate, Corinthia smirked. Whenever he called her, she knew something big was going down. And she always loved to be part of something big.

—SCENEBREAK—

Abel White sat at his desk, chuckling to himself. Soon to emerge through his office door would be one of his greatest weapons. He perked up as the door opened. Stepping into the room was a girl his own height: an utterly gorgeous, perfect representative of the female gender.

Corinthia Grigor squealed delightedly "Abel!" She rushed over to hug him.

The silver-haired man held up his hands. "Watch the merchandise, Cori!" For the first time in a long while, his protests were purely in fun. A massive smile was plastered across his face.

She ignored him, throwing her arms around his neck. "Oh, it's so good to see you, you cranky genius you!"

White rolled his eyes behind his sunglasses. "Isn't there something in the Articles of Common Sense that recommends against the harassment of cranky people?" Even as he said this, his own arms moved to encircle her waist. "Ah, who am I kidding? It's great to see you, kiddo!" He immediately hopped up, trapping Corinthia in a headlock and administering a noogie. "Ha! Gotcha! I am still the master!"

Cori grunted out a laugh. "Not yet, Darth White!" She viciously assaulted his ribs with her most potent weapon, the dreaded Tickle Deathblow! The pair tumbled to the floor, laughing like idiots.

White let out a happy sigh. "It's been far, far too long, Cori."

"I agree, Abel." She rolled over onto her stomach, cradling her chin in her hands. "So, what's the job?"

Abel White arched his back theatrically, clutching at a nonexistent knife hilt protruding from his chest. "Oh! That hurts, girl. What, I can't just call you up and ask you to fly in? I couldn't just want to catch up?" Receiving a deadpan stare, White conceded. "Alright, but at least I tried my best. You know me too damn well, kid." He sprang back up from a prone position with casual grace, extending a hand to Corinthia and hauling her to her feet. "Alright: you remember, about ten years back?"

Cori nodded. She'd been thirteen at the time, and clearly recalled the devastating events. She thought it best not to say anything, lest she dredge up horrifying memories.

"Well," White grinned savagely, "my plans are finally coming to fruition. I need your special talents to round out my dream team."

"Oh?" Cori stepped daintily around White's desk, seating herself in his massive leather chair with a satisfying _thump_. "Which dream team is that?"

White began to count off the members. "Chaucer as my gofer, and to run the command center when I'm off; Maundora–you remember him, right?–for the sheer muscle factor; technology built by yours truly, and more purchased by the pallet from OsCorp; a dodgy alliance with the Yancey Street Gang (oh, don't look at me like that. It's just temporary, and they're all going to become mindless guinea pigs); a small but effective team of homemade cyborgs… And, the grande piece de resistance:" He swept his arms wide, the suede coat flapping with the sudden motion, adding to the drama. The door opened once more, admitting Carnage. "I give you," White laughed maniacally, "our very own tame symbiote! Some say he knows only two facts about ducks, and both are wrong. Others speculate that it was he who first discovered North America, and that the Vikings were framed. All we know is, he's called Cletus Kasady!" (**A/N**: I don't usually do authors' notes in the middle of a story, but I have to do it here. Abel White's introduction of Carnage is from a BBC/ BBC America show. If you can figure out which "programme" I blatantly ripped off, I'll acknowledge you in a chapter!)

Cori shook her head in mild disbelief. "Abel, just when I think you can't outdo yourself, you go and surprise me with something like this!" She stepped in front of Carnage, who was standing as stock-still as a department store mannequin. Cori leaned in, staring Carnage straight in the face. "So, when you say tame, do you mean he's working for you? Or…"

"I believe the answer is 'or'. I must thank Dr. Otto Octavius for his neural inhibitor. I could never have created this living computer program without it. Carnage is lacking any control over himself. In fact, I'm not sure if Carnage's psyche even exists in there anymore. He may just be a mobile vegetable. But, enough of such depressing talk. Come on, praise my genius!"

Corinthia giggled. "Abel, you're always a riot." She performed an overly theatrical version of a worshipper's bow. "I praise your genius, O brilliant mind!"

"That's more like it," White smiled as he smoothed his lapels. He immediately shifted into a less playful but still amiably conversational tone. "So, how was England?"

The girl chuckled. "Just like you, Abel: you pull back just as things are really getting fun!" She playfully slapped him on the shoulder. "Buzzkill!" She settled back into White's chair before the silver-haired man could utter any protest. "Ah, England was pretty good. The whole bad-teeth cliché is actually true, for the most part, which was kinda creepy. Most of the people there have decent accents, but the Cockney is downright unintelligible. And what's with British phrases? 'Toad in the hole'? What the hell is that!? Most of 'em I couldn't even hear well enough to memorize them for future reference. But, other than those oddities, it's a nice place. A little muggy, but what're you gonna do?"

White chortled. "Indeed, indeed. My experiences in England were much the same. However, you can't deny the brilliance of British programming. I mean, the Britcom version of The Office was utter genius, unlike the senseless drivel of the American import, pandering to clichés and overdone stereotypes. Then there are those shows too brilliant to be copied: Life on Mars, Doctor Who, Top Gear…"

Cori laughed. "Hey, Abel, know what I just realized? We're wasting time talking about England when we should be discussing your **Plan For World Domination**. Catchy title, eh?"

White inclined his head. "If a little overdone." He shoved her out of his chair, folding his hands in front of his face as he grinned ferociously. "Alright then, let's get down to business."

—SCENEBREAK—

May Parker awoke from a horrifying dream. It was of the day that Venom had first gone berserk. Instead of Aloysius stopping himself, however, Venom had bitten Felicity's head off, tearing her to pieces with his massive claws. The slavering beast had whirled on Spider-Girl's incapacitated form, and stalked toward her… May didn't want to remember any more of the nightmare.

Her door cracked open, and a tall, spindly form stood silhouetted in the dim light. "May?" asked the voice of Aloysius Qatrefoil. "I heard you muttering in your sleep, and then you started crying." He took a step into her room, only to have May take a sharp breath. "May? What's wrong?"

The lovely girl shook her head. "It's nothing…just a dream. But, it was really horrible. If you don't mind, I'd like you to go away…"

"A nightmare about Venom, I take it?" She gave a quiet grunt in the affirmative. Aloysius smiled comfortingly. "Okay then. I'll be downstairs if you need me."

May nodded wordlessly, and watched as the door shut, leaving her in total darkness.

—SCENEBREAK—

Josiah Brooks let out a sigh. Things were going quite slow for S.H.I.E.L.D. as of late. They had yet to recapture Carnage, and his last sighting led one to believe that he'd been killed by Venom, Spider-Girl, and some new spider-kid.

Brooks knew better. One could never count out a monster such as Carnage. On top of that dilemma, there was the absolute lack of information regarding Abel White. Interestingly enough, it seemed that White's name was not a pseudonym. There was actually a file regarding an Abel White who perfectly fit the description of S.H.I.E.L.D.'s assailant. However, there was nothing in the database regarding White's actions or whereabouts for the past fifteen years.

Josiah Brooks stretched, his back giving a particularly loud and disconcerting crack. He'd been searching the data stream for too many hours straight, and he needed a break. As he staggered back to his cot, Brooks withdrew a cell phone and dialed up one of his freelance contractors. Pilate was a reliable mercenary, and was more than happy to take a second contract for the acquisition of the same information. Only one more phone call would be required to report the Sin Organization's findings, and they'd make double the money. Brooks didn't particularly like the arrangement, but he couldn't deny the speed and effectiveness of Pilate's mercenaries.

The red-haired man on the other end of the line smirked into the phone. "Yes, Commander Brooks?"

"Pilate, what has your agent learned?"

"Agent Lust has located several Yancey Street Gang lieutenants with direct connections to Abel White, and intends to intercept at the gang's next meeting with White. From there, Lust will assess the situation and decide on the best course of action." Pilate's smile could be heard. "So, you're still good on the money, right, Mr. Government-Funded?"

Brooks growled. "Don't get cute, merc. Remember, if you renege on this contract or share private details with anyone else, I'll personally track down every one of you and gut you with a spork."

"Such an amiable chap, aren't you, Commander? Well, I'll contact you when I have new information relevant to your investigation. Signing off."

—**Author's Note**—

My life's getting busy, so I probably won't be able to update on my former several-times-a-week basis. In addition, I can see the next big fight, but I'm having trouble with filler in-between.


	18. Life's Few Truths

**Chapter 18:**

**Life's Few Truths**

"_There are, miserably, so few truths in this life. The few that float in front of our faces are typically the bad ones: war, hatred, natural calamities; they paint quite the bleak portrait of this world. But, look just beneath the surface, and you will find an infinite wellspring of human compassion and ingenuity. The truth is, as much as the world is driven by hatred, fear, and inferiority complexes, it is just as much influenced by love and companionship. If only more people could see it like that, perhaps certain things would never have occurred…" —Abel White_

Aloysius Qatrefoil woke up with a start. He'd just had one of the oddest dream sequences he had ever experienced. It had started out with Miley Cyrus, which was odd in itself as he couldn't stand the girl, yet his dream self seemed to admire her (nonexistent) singing talents. Then, somehow, zombies figured into the picture, and they started biting people and spreading the zombification. Then, the zombies became tame, and ended up like appliances. Then, they went insane again, and the dream-Aloysius barely escaped. If it hadn't been for May dropping a textbook, his dream self might have been in a real jam. Thinking back, he recognized most of the areas in which his dream took place. The desert canyon area was a corrupted amalgam of Independence Day and Resident Evil 3. The building in which the "tame zombies" phase of his dream took place was Jetsons meets Frank Lloyd Wright. The final stage of his dream, in which everybody ran from the zombies through a massive expanse of interior, somewhat akin to a warehouse or hangar, was clearly from an older episode of Doctor Who.

The lanky teen shook his head. "Jesus, May. I'm not sure whether to scream at you or give you a medal. You woke me up in one of the most heinous ways imaginable that doesn't involve vast amounts of pain, but you woke me from a dream that involved rampaging zombies and a complacent guard."

May looked at him like he'd grown crawfish out of his retinas. "Okay then, psycho; I'll be over in the kitchen if Aloysius wants to come say hi."

He stuck out his tongue at her back. "Very funny, Mayday." He pushed himself off of the couch, snapping his back into place with a sickening crack. "Been a long time since I slept anywhere but my old bed." With that random observation, Aloysius quickly made the association, and his face fell. "God, I don't miss them, but, but…" He sighed. "But I miss IT. The life. It's exactly like a chapter in my life has ended, and I'm sitting in front of my autobiography, pen in hand, but I don't have any ink."

"What's this about ink? Are we low?" asked Mary Jane as she came out of the bedroom.

"Nah," Peter Parker replied from the easy chair. "Aloysius is still coming to grips with the fact that his asshead parents kicked him out." He might not trust Aloysius, but he knew that treating one's own child like that was downright monstrous. He turned his head in the teen's direction. "Considering how you felt about them to begin with, I can tell you that it'll stop hurting sooner or later. You're lucky you didn't have the best relationship."

Aloysius nodded. "But I can't help thinking: if we did have a better relationship, if they were nicer, if they took more interest in me, if I'd tried harder to make them see me for me, would I still be living there? Would they even have kicked me out? Or would they have loved me enough to hide my secret, and not to send me here, where I had to beg my best friend's dad –who, I might add, is suspicious that I may at any time go insane and try to kill his daughter– to let me sleep on his couch." He looked over at Peter. "Am I just overanalyzing this? Should I just try to stop thinking about it?"

"God no," Peter laughed. "If you try to stop thinking about it, it'll drill straight through your skull and that'll be ALL you can think about!" He chuckled. "I've done that to myself way too many times to let you do it. That's something I'd only wish on my worst enemies."

Aloysius mock-pouted. "Aww, does that mean that Vintage Venom has been demoted from Spider-Man's list of archenemies? That hurts, Parker. It's really a stab to the heart."

Peter snorted. "Don't make me break out the blowtorch, Jaws." Perhaps there was hope for this kid after all. If he could joke about things like that, then perhaps Venom had changed. The change might not be all that significant, but so long as Aloysius' relationship with May wasn't some plan to hurt her or to get at him through her, Peter might just be able to come to terms with Aloysius as Venom. Now, Aloysius as May's boyfriend, that was another story altogether… Peter mentally rubbed his hands together. He'd need to plan a number of stealthy ways to spy on those two.

"I know what you're thinking, Parker," Aloysius said. "At least I have a fair idea. And if I spot you spying on May and I during a date, there'll be another epic clash between Spider-Man and Venom to go down in the annals of history," he laughed. "Man, I just had an idea for the cover art on that volume!"

May cocked her head. "Volume?"

"Ah, sorry. I just had a Deadpool moment." Aloysius looked over May's shoulder at the eggs in the pan. "Two questions: first, what are we having for breakfast? Second, why are you cooking?"

The lovely girl shrugged. "Just felt like it, I guess. What, didn't you cook for your parents on occasion?"

"Whaddaya mean, 'on occasion'!? It was the one chore I actually liked! I, my dear, am a gourmet; a connoisseur; a chapeau!" May playfully shoved him, and he promptly fell to the floor. "Damn, girl! It's too early and you're too strong! My spider-sticking powers aren't quite ready. Remember: yours are genetic, mine are replicated from body memory."

May just shook her head. "For your information, we're having eggs, bacon, and bagels."

Aloysius smiled. "Nice!"

—SCENEBREAK—

Jessica Drew stood stoically, a hand on her son's shoulder and another curled into a fist in case the doctor tried to get fresh. She had her pheromone production almost totally under control, but in times of extreme stress such as this, her grip on that particular "power" would occasionally slip. "Gerry, are you absolutely sure about this?"

Gerald Drew grinned back at his mother. "Of course not, mom! That's kind of why I wanted you here to give your input."

Jessica didn't reply. Instead, she looked at the broad form in the stasis cell. "I take it this is why you took up the new name?"

"I know Mr. Richards is a supergenius, but we have to try alternate treatments, while he works. Hell, we might stumble across the cure before he does!" He gestured toward the stasis cell. "After all, wasn't he one of the most perfect specimens? I mean, if it hadn't been for the amnesia and the insanity that developed from it, he would definitely have been as good as the original."

Jessica sputtered. "But, why HIM!?"

"Well, it was because of his manipulation of his body. I mean, this disease isn't a chronic virus; it's in my blood. Perhaps his abilities could help me correct the imbalance and make me normal. Well, as normal as a kid with spider-powers can get."

The nearest scientist spoke up, successfully ignoring Jessica's pheromone production. "You might want to listen to your mom's shrieks, kid. This guy was one twisted bastard. Who knows how much of that was in the genes, in the blood?"

Gerry turned to his mother. "Mom, we both know that, if we don't do anything, I'm going to die sometime relatively soon, and from what I've seen when I use my powers too much, it's not going to be a peaceful or dignified death. If we have the means, the money, and a chance, why can't I go through with it?"

Jessica Drew didn't say anything for a solid minute. Finally, she spoke softly. "Gerry, will you give me a moment with the doctors? Alone?" Once Gerry was out of earshot, Jessica asked the question that had been most nagging at her. "What's your opinion on this? Don't pander to me, and don't tell me what you think I'd want to hear, or what your opinion is. I want your professional assessment on this. What are the potential benefits, and what are the risks?"

The first doctor slid a hand through his salt-and-pepper hair. "Well, quite honestly, this is by far not the most bizarre or risky procedure we've done (should we actually go through with it). The potential benefits all hinge on the theory that this disease functions akin to another autoimmune disease such as sickle-cell anemia. That is, that the disease is focused in the erythrocytes themselves. If so, then this procedure would certainly allow Gerald to completely overcome his disease. Even if the disease is only partially related to misshapen blood cells, such an operation could drastically improve both lifespan and quality of life."

"On the other hand," said doctor #2, who sported a comically long beard, "such a procedure could carry with it not only the donor's physical anomalies, but his mental ones, as well. Gerald could become amnesiac, or outright insane. In addition, the operation could simply not work, and therefore simply drain your bank account so that you may well lack sufficient money to pay for a treatment that would truly cure him. Or, in what could be the worst-case scenario, the transfusion could accelerate Gerry's disease, or mutate it into a deadlier form." He shrugged. "This is all simple speculation because, put simply, we've never done this before."

Jessica sighed. "Alright then: personally, what do you think? Do you think I should let him go through with it? Or should I tell him no?"

The bearded doctor just chuckled. "And you're asking us? One of life's fundamental rules is this: you're his mother. Whether you know it or not, you always know what's best for him. It might be obvious, or the right path on which to set him could be hidden beneath millions of other appealing roads. It's your decision; we can't make it for you." He placed a hand gently on her shoulder, coaxing her to look into his eyes. His eyes smiled through his glasses. "Trust me: I've been through situations like this enough times to know what I'm talking about."

Jessica Drew nodded, walking over to a bench. She sat down, and leaned against the wall. She closed her eyes, and simply thought. She meditated on what she should do. She said silent prayers for wisdom, and hoped that her decision would be the correct one.

—SCENEBREAK—

Normie Osborn found himself quite uncomfortable. Seated across from him was none other than Fabian LaMuerto. The Black Tarantula smirked. "My presence makes you fairly uncomfortable, does it not?" He didn't wait for a reply. "However, it is a necessary evil. Mr. Osborn, have you had dealings with, or heard rumors of, a man by the name of Abel White?"

Normie folded his hands in front of his face. "Okay, so you make an appointment, come into my office, plop yourself down, automatically assume that I'm scared of you, and then you have the gall to ask me about some Abel White sombitch? Say something significant before I throw you out on your multimillion-dollar criminal ass."

LaMuerto was taken aback, to say the least. "Mr. Osborn, consider me greatly impressed. You actually intimidated me, and that's no easy feat."

Norman rotated his wrist, the international gesture for 'speed it up, and get to the damn point!' "Say something I want to hear, Chuckles, or you'll have even more to be impressed about."

Fabian decided to get straight to the point: "Abel White scares me." That got Normie's attention. "No, wait. That's not it. He goddamn **terrifies** me. Abel White is like some sort of fallen angel, plotting from the deepest pits of hell. I've only been attacked once, and it nearly cost me my life Worse still, apparently White didn't even deem me threatening enough to send a real assassin after me. I was attacked by a rank amateur, and I still nearly died. I have no idea where White is, what he's planning, or even if that's his real name. I have an expert informant running a certain angle, but I need as much help as I can get. I've heard that you're moving quite the amount of cybernetic weaponry and advanced transportation tech, and I know that White keeps a retainer of cybernetically-enhanced thugs to do whatever dirty work he deems beneath his big guns. Tell me, is White buying this equipment?"

Normie growled. "Get the hell out of my office."

—SCENEBREAK—

Rudolph Cranston prayed that everything worked out like Lust had told him it would. When Rudy had called the Sin agent at the number he'd been provided and informed him of White's next drop of tech, the wolf-mech had been practically ecstatic. He'd said that, if White showed up or Lust could get a new, better lead on White, that he'd leave Rudy alone.

And now, as the small limousine pulled up, Rudolph Cranston could only pray that White showed up, and that Lust would hold true to his promise.

The limo's rear door opened, and a pair of long, spindly legs swung out. The long suede coat, silver hair, and sunglasses even at this ungodly hour, instantly identified the man as Abel White. "Let's hurry this up," he said. "I'm sleepy."

From his perch up in the nosebleed seating (aka, the exterior of a building's eighth floor), Lust had to physically restrain himself from letting out a shout of triumph. Things couldn't have been going better if he'd written a script. Of course, this immediately sent up mental red flags. If it seemed too good to be true, it probably was. That was a fundamental rule of life.

White reached up beneath his sunglass lens and rubbed the sleep from his eye. "I brought optical enhancers, wrist cannons, and bunt cake. What'd you bring?"

Cranston swung forth a massive steel case, slamming it to the ground and propping a leg up on it. "We brought that artificial superconductor, Mr. White. How much will this get us?"

Abel White grinned, and Lust didn't like that expression. "Nothing." Seeing their shock, White elaborated. "You idiots brought a Sin right to me." He looked up at the hidden Lust. "Come on down here; you can't pretend I didn't see you, so why not join the party?"

Lust dropped down, and White extended his gauntlet blade. The weapon crackled with energy, and White chuckled darkly. "That's more like it."

—SCENEBREAK—

Corinthia Grigor and the man known solely as Chaucer sat together in the cafeteria, enjoying a drink together. Chaucer often had difficulty finding someone who could drink as heavily as himself, but Corinthia could on occasion actually drink him under the table! "It's good to have you back, Cori," Chaucer muttered in-between drinks.

"Good to be back, Chaucer. How's Abel been doing without me to watch over him?" They both laughed at that particular inside joke.

"Well, after Mr. White sent you to that boarding school, we basically dropped off the radar for a few years. All the while, Mr. White was planning this grand scheme. Pretty soon, the plan will enter its third phase, and we'll need your particular talent. You're still well-practiced, right?"

Corinthia clucked her tongue. "What do you think I am, a rank amateur!? Of course I'm still well-practiced! In fact, I think I may actually have improved!" She sighed. "I just wish Abel didn't feel he had to do all this…"

Chaucer nodded. "Well, after what happened with S.H.I.E.L.D. and all…"

"Ah, right," said Cori. "That was…just horrible. Has he even talked about it yet?"

The Haitian man shook his head. "Never even mentioned it. You, Maundora, and myself are the only people who know about that catastrophe. We all know the details, but we have to keep it relatively secret. I'm not sure what Mr. White may do if we speak of that particular _event_." He decided to change the subject. "So, you've changed a lot since I last saw you."

Corinthia giggled. "The last time you saw me, I was barely entering puberty!" She took another swig of scotch. "I've learned a lot since then, and it's all thanks to Abel."

"Indeed. Mr. White is quite the philanthropist." Chaucer snickered at his statement. "It's funny because it's true, no?"

The pair continued to sit and drink, reminiscing about old times and mutually reflecting on their mentor, employer, friend and benefactor.

—SCENEBREAK—

Josiah Brooks sat in his office aboard the Helicarrier, staring sadly into a framed photo on his desk. It was a photograph of his wife, who died tragically more than a decade ago. Her memory was what kept him going, kept him from slipping into madness at the apparent futility of his work. Even when S.H.I.E.L.D. captured supercriminals, the UN organization was rarely able to hold them for long, and they frequently lost vast amounts of manpower trying to prevent escapes, which then left S.H.I.E.L.D. with even fewer agents to deal with the next supervillain attack.

The PA crackled to life with a frantic voice. "Commander Brooks! We've recovered Agent Lust! He's in critical condition, and it doesn't look too good for him!"

Brooks lunged out of his chair, slamming down the Talk button. "What!? Did he say anything?"

"Yes, sir. He said that he could now track White, and that, should he die, he'd leave behind instructions on how to operate his Essence-tracking equipment."

"What was the cause of his injuries?"

"The majority of his wounds seem to have been inflicted with some sort of superheated metal. In addition, we found quite a number of electrical burns and bruising beneath his armor. Sir, it was a blood bath where we found him. Yancey Street thugs strewn around like party favors, organs hanging from street lamps, all sorts of grisly stuff." The medic took a breath. "From the quick autopsies, I figure that White's deal went bad, Lust got made, and there was a huge battle royal. Some of the British expats were diced up by Lust, and others White did away with. Looks like White decided to take the opportunity to cut his losses."

Brooks grunted his acknowledgement. "Is he coherent? Can he speak?"

"No, sir. He's so loaded with drugs that I'm amazed he's still conscious. Better than that, he's got on a skin-tight mask beneath his helmet. Even if he needed medical attention or got his armor shorn off, he'd still be able to keep his face concealed. These Sin guys think of everything."

"Yeah, it looks like they do." Brooks leaned back and groaned. This was the last thing he needed: the only man with any knowledge of White's whereabouts, and he was at death's door. "Contact me as soon as Lust wakes up. I want his report."


	19. All that Glitters

**Chapter 19:**

**All That Glitters**

Josiah Brooks strode into the recovery room, coming face-to-mask with the Sin codenamed Lust. "So, you didn't die?"

The flesh beneath Lust's mask contorted into a grin. "Nah, not yet. White might've gotten in a few good hits, but he didn't finish the job. Stupid bastard. I've got your info for you, Brooks." The mercenary moved to sit up, but the orderly placed a hand on his shoulder. Lust shrugged slightly and laid back down. "I knew I'd seen White before. He's the Kid Up-And-Coming in the world of medical technology. In fact, I wouldn't be surprised if the guys who patched me up were using some of White's stuff. He works near Times Square. Your cameras have probably snapped him at least a few times. White's operating wide out in the open, like he doesn't even care. Either he wants to get caught, he's set up a trap, he just doesn't care anymore, or he's so supremely confident in himself and his employees that he feels he doesn't even have to hide." Lust grinned. "Personally, I think it's the last one. White's confident, but he can back it all up. If you're gonna go after him, you'll need a helluva lot of firepower and manpower. He's probably got that place rigged with traps and secret doors. He'll pop around like a gerbil on crystal meth, and slaughter your guys. Rule number one when dealing with a guy like White: fight him on your terms; never on his." The mercenary stretched. "Alright then, I'm going to take a nap, and then I expect to be discharged. I'll convene with Pilate, and we'll figure out which of the Sins would be best to take down White."

—SCENEBREAK—

Abel White sat behind his desk, facing his three oldest friends. While normally dressed in a stylish business suit, White was currently dressed to the nines: elegant white tuxedo suit jacket and slacks, a black silk shirt, red tie and cummerbund, diamond cufflinks, and of course his pitch-black sunglasses.

Likewise, the trio sitting opposite him was equally well dressed. Chaucer wore a black tuxedo and silk shirt, with white vest and royal blue tie. Maundora had forsook the suit jacket, simply wearing a white shirt, black cummerbund, and silver suspenders. Corinthia was garbed in a lovely, flowing one-shoulder dress. It was a deep, iridescent green, with an unsafely long slit running up the left side all the way to her pelvic bone. The décolletage was deep and plunging, and she looked far more like a fashion model or high-society dame than sinister conspirator.

White folded his hands before him, interlocking his fingers. He extended his index fingers and thumbs, aligning them perfectly with their counterparts. Pressing his index fingers to his mouth, Abel White pursed his lips several times, thinking over what he was going to say. "You all remember what happened ten years ago, so let us speak of it no longer. Instead of dredging up the past, we shall look into the future. I have summoned you three together because you are my friends, and you are also each the best at what you do. Chaucer," he nodded at the Haitian man, "your skills with communications and Internet hacking are superlative, and you're not too shabby a marksman, either. Maundora," he indicated the blue-tinted man, "your brute strength is indeed invaluable, but your experience and knowledge of our foe is truly why I have plucked you from your personal hell. Finally, Corinthia, you are my protégé. Besides that, you are also one of the most talented empaths I've ever met." He shifted in his chair. "I've decided that it's time to reveal to you the next phase of my plan. I've lovingly termed this the 'kaboom' phase, and I'm sure you'll see why."

White pressed a button on his desk, and a scale hologram of the S.H.I.E.L.D. helicarrier appeared. Maundora visibly tensed, and White smirked. "By your reaction, Maundora, I take it that introducing this little engineering marvel would be superfluous. I have slowly been amassing information on the pertinent officers aboard the helicarrier. I've composed a basic schedule on where these officers will be, and who may be accompanying them. Obviously, Brooks is out of the question, but others are less resistant. Cori, I do hope that you can see where I'm going with this. Once you've, ah, _influenced_ them sufficiently, we can silently sow dissent within S.H.I.E.L.D.'s ranks. Once their guard is down, we send in the metal clowns. Maundora, while this is going on, I have quite the essential task for you to complete. I'll be sending Carnage to deal with the superheroes, so that the Spandex-clad annoyances don't interfere. While Kasady keeps them occupied, I want you to hunt down and kill Fabian LaMuerto."

Maundora nodded. "A brilliant plan indeed, Mr. White. And can I say how happy I am that we're working together again," he smiled.

White smirked. "As am I."

Cori smiled darkly. She leaned forward, her lustrous black hair falling around her face in an utterly lovely manner, but her expression was that of a big cat anticipating the kill. "So, Abel, where's this schedule?"

—SCENEBREAK—

Aloysius and May sat in the park, cuddled up together. The young Qatrefoil sat in the middle of the bench, his left arm wrapped around the lovely Miss Parker's back, holding her up, while his right hand gently cupped her face. May sat sideways, her long, smooth legs draped across her boyfriend's lap. Her right arm hooked round his neck, and her left alternated between interlocking with her right and softly rubbing Aloysius' chest.

May leaned in and gave him a tender kiss, and Aloysius held her tighter. She sighed contentedly. "What would I do without you, Aloysius?"

"Live the life of Riley?" he grinned.

She playfully slapped him on the shoulder. "You moron." She snuggled closer against him. "Doesn't matter; I still love you." As she realized what she'd just said, May fought the urge to slap a hand over her mouth. They'd been dating for less than a month; she knew that it was far too early to bring up the concept of love, and she was terrified that moving too fast might scare Aloysius away.

Aloysius blinked several times, trying to see if May had really said what he thought she'd said. He mentally debated whether or not to ask her directly. "Uh, May? Did you just say that you…" He paused. "I think you said that you, uhm, that… Alright, I'll just spit it out. Did you just say that you love me?"

May blushed bright crimson. She couldn't even bring herself to vocalize her response. Instead, she simply nodded timidly.

Aloysius' face broke into an utterly massive smile. "Oh my god, May! That's, that's wonderful!" He pulled her close and gave her a deep, loving kiss. "I love you too, you beautiful young woman!"

As they broke the kiss, May curled up in Aloysius' arms. No matter what happened from now on, she was happy.

—SCENEBREAK—

Corinthia Grigor was even more dressed up than she had been earlier. Six-inch stiletto heels, delectable perfume, and an even deeper décolletage made her veritably "sex on legs." She sat at the bar, giving the eye to an older man sporting a crew cut. Naturally, for a woman who could get practically any man she wanted, this guy was nowhere near the top of her must-date list. He was, however, her target for this night. He was a mid-ranked officer aboard the SHIELD helicarrier, and Abel believed that the man would be relatively easy to influence, especially if Cori were to utilize her physical charms in conjunction with her more intangible abilities.

Corinthia Grigor was what Abel White termed a "sympathetic empath." She was not a telepath or telekinetic, and her capacity to influence people was much weaker and more subtle than, say, Jean Grey or Charles Xavier, but that same subtlety was exactly what made Cori so dangerous. Cori could implant a feeling deep in her target's subconscious, and the actual features of that feeling could take weeks, months, or even years to reveal themselves. This gradual change allowed Cori to sneak her influence past most defenses, and even the targets themselves would often be totally unaware that they'd been brainwashed. In this case, Cori intended to place a sense of entitlement and discontent in the lieutenant's mind, and watch the fireworks as the grudge slowly manifested.

Cori batted her eyelashes at the officer, and was infinitely thankful for her years of acting classes. She managed to continue seeming seductive and interesting even as she struggled to keep from vomiting. The man had winked at her! Yuck! But, the end result would be worth losing her dinner later. The officer slid onto the stool next to her.

"Hi," he said in a voice obviously several decibels lower than nature had given him. Cori tightened her grip on the bar, trying her best not to laugh in his face and pour her drink in his crotch. "Are you here with anybody? Because a woman as beautiful as you should never be alone."

Instead, she smiled with a sexy pout, toying with her hair. "Hey there. Actually, I just broke up with my boyfriend, and came here to forget him." Once again, she barely held in a bout of wild laughter as he straightened up, trying to look bigger and more appealing. This fool actually thought he had a chance with her? …Oh god, he DID. She'd have to keep flirting with him to advance the plan. Abel was going to have to buy her something VERY expensive to make up for this loss of dignity.

"Can I buy you a drink, miss…"

"Call me Cori."

He smiled, running a hand through his severely gray hair. "I'm Jake, Jake–"

"Lieutenant Jake Rawlins. I recognized you. Before you ask how I knew that, my brother's a huge military buff, and he shares everything he learns with me." She giggled cutely. "But now, I'm glad he kept bothering me with that."

Rawlins leaned forward, smiling at Cori. "So, what drink can I get you?"

Corinthia would take comfort in the fact that she only had to spend a couple of hours with this mollusk, but then she remembered that she'd have to do this several more times before the week ended. Yes, she would definitely need a drink.

—TIMESKIP—

_Why?_ He thought. _Why did I have to be such a complete dilweed?_ He sighed mentally. _I should've just let them take me to the Vault and kill me. Instead, I'm trapped in my own brain, with my body working for a psychopath so evil that he even scares me._ Carnage tried his hardest, but he couldn't stop himself from striding down the road. The objective was to draw attention, to lure the heroes to his location, and then fight them to the death. He was just a distraction! Him! The mighty Carnage, relegated to the realm of idiot-proof harassment strategies.

Against his will, he threw his head back and shouted, "Listen up, piglets! I'm back and better than ever, and I'm calling out the so-called 'heroes'! Spider-Girl! Venom! That other moron in red and black! Come get your lumps!" _Ah, crap. I just know this is gonna hurt…_

—MEANWHILE—

Fabian LaMuerto sat in his limousine, waiting at a red light. He couldn't wait to get back home and flop on his bed for a long night's sleep. And that's when the car landed on him.

Pushing the vehicle off of himself, the Black Tarantula turned to see a blue-tinted man grinning at him. Maundora's feral grin was indeed sickening, with the right side of his mouth curling up to connect with his eye. His long tongue hung out of his face, curling like a prehensile tail. "Hello, Mr. LaMuerto! Abel must REALLY dislike you, if he's willing to loose me on ya!"

Fabian spat out some debris from the crash, growling. "And who might you be?"

Maundora chuckled. "Does it really matter? This is going to be a fight to the death, and don't think I'm going to let you get away!" He dug his fingers into the chassis of a nearby Volkswagen Beetle, hefting it singlehandedly like a cudgel. He rushed the Hispanic man, and the Tarantula retaliated with a blast of force from his eyes. As he hurtled end over end through the air, Maundora revealed another reason for grabbing the vehicle like he did. He twisted in midair, landing on the car's wheels and rolling safely to a stop. Planting his feet on the ground, Maundora whirled and hefted the Bug at LaMuerto. Fabian clasped his hands together, spun in a full circle, and smashed his hands into the car, knocking it aside. He popped his wrist back into place, cracking several other joints.

Maundora laughed outright. "Ah, it's so nice to be dealing with another super-strong guy! You have no idea how dull it gets having to square off against little bounce-around dudes who think that they can do a reenactment of David & Goliath." He charged Black Tarantula, launching into the air and landing behind LaMuerto and striking with a turning whip kick. Maundora's heel crashed into Fabian's shoulder, sending the tall Brazilian to the ground.

The Tarantula forced himself back up, and attempted to fire off another blast of force from his eyes. Unfortunately, he hadn't yet charged up enough energy for an effective blast, and as such all that he produced was a pitiable arc of light and sparks.

Maundora clucked his tongue. "For shame, Tarantula, for shame. You should know better than to lead with your trump card. I, on the other hand…" Instead of vocalizing the end of his statement, Maundora physically illustrated it, hauling back and slamming his fist directly into LaMuerto's jaw, temporarily crippling the crime lord. Once he was sure that Fabian wouldn't retaliate to his next few strikes, Maundora delivered a number of devastating surgical blows to the Black Tarantula's abdomen. He stabbed two fingers between the Brazilian's ribs, attempting to collapse LaMuerto's lung. The crime lord's skin was tough, however, and Maundora's fingers stopped just short of crushing the organ.

Fabian regained marginal control of his body, and brought up a leg to impact the back of Maundora's head. The blue-tinted man tucked and rolled, springing back up in a fighting stance. "This is getting good."

—SCENEBREAK—

Carnage split another car in half. He'd never dared think that wanton destruction and vandalism could get boring, but that was exactly what was happening. He threw back his head, releasing a scream of pure rage: rage at his forced servitude, rage at his boredom, rage at his having been beaten twice by the team of Spider-Girl and Venom, and rage at life in general. "Can anybody give me some excitement while I'm waiting for these simps to show up!?"

A long, razor-sharp steel needle shot clean through his head, leaving a hole roughly the size of the average man's index finger. "Aw, poor baby. Can I keep you occupied while we wait for my date to show up?"

Carnage laughed, especially as he felt the restraints on his behavior being slightly loosened. "I'm looking forward to skinning you alive and hanging your hide on a clothesline somewhere!" He lashed out with several tentacles, and Spider-Girl retaliated with one of her new accessories: a hyper-vibratory knife. Aloysius had persuaded her to begin carrying it hidden beneath her web shooters, as an extra precaution. One could never be too careful when there were psychopaths like Carnage running around.

As the red-and-black symbiote screeched, May settled into one of Aloysius' fighting stances. A smirk played across her masked face. "Come get it, Kasady!"

—S.H.I.E.L.D.—

Lieutenant Jake Rawlins hadn't led a very productive day. From the very moment he'd awakened, the S.H.I.E.L.D. officer had been griping to himself about the unfairness of S.H.I.E.L.D.'s promotion policies. He was sure that there had to be some distant relations between Colonel Brooks and his most recently promoted senior officers. Nepotism; that HAD to be it!

Fed up with watching over the starboard turrets, Rawlins took an unauthorized break to go and get himself a sandwich. He didn't even bother telling the underlings that he'd be gone for a few minutes, so they could keep a weather eye on the horizon.

As the lieutenant carefully laid out roast beef across the slice of bread, the helicarrier was shaken by a heavy impact. A smaller, tube-shaped "vehicle," if it could be called such, had struck the starboard side and stuck. The hull exploded into the gunners' deck, and the men who would be controlling the starboard turrets were all slain. The heavy clomp of steel on steel echoed through the halls as Abel White's personal platoon of cybernetically enhanced thugs marched casually into the helicarrier.

And though all this chaos, Abel White sat at his desk, listening contentedly to the sounds of death and destruction like a more normal person might listen to a classical music score. His eyes closed behind his sunglasses, and he smiled.


	20. Advent of Anarchy

**Chapter 20:**

**Advent of Anarchy**

"_Why does humanity wage wars? Wars are started because one side hates the other with all of its being. Why have I started this war…who do I hate? Ah, when it comes to people, and not just abstract 'sides', things become so much more complicated. This war began long before the first shot was fired, when the world suffered a great loss. I have taken up the flag of vengeance, of justice. I fight for a memory; for a cause so dear to my heart that I am prepared to corrupt my soul with hatred. Should I succeed, Hell will be tolerable, and an acceptable punishment." —Abel White_

The cyborgs wasted no time in saturating the helicarrier with their presence, wrist-mounted cannons gunning down any S.H.I.E.L.D. troops they encountered. The leader, a man codenamed Mire, had been handed his orders personally from Abel White himself. The job was simple, for the most part: kill every S.H.I.E.L.D. operative on board, and secure the communications hub. Mire had no idea why Mr. White wanted the comm. station secured, but he did know that White was smarter than him, and had a better grasp of the overall "big picture." Mire knew better than to second-guess a man such as Abel White. If you did, you'd die an early death, either at the hands of your enemies, or at White's feet.

The steel-plated warrior whirled to his right, opening fire on a team of S.H.I.E.L.D. agents who were armed with heavy-duty assault cannons. He wasn't shooting to kill; Mire was laying down cover fire so that his own troops could get into position and dispatch the opposition. That was what made a great leader: you had to be willing to surrender the spotlight in favor of victory. Mire possessed that quality, as did his silver-haired employer. Mire walked forward casually, as though the broken and charred bodies at his feet did not exist. With as much urgency as a regular guy out for a stroll, Mire led his team deeper into the belly of the helicarrier.

—SCENEBREAK—

In the massive vehicle's bridge, Josiah Brooks shouted at his myriad lackeys, trying to contain the disaster that had befallen S.H.I.E.L.D.'s mobile command center. "Why aren't the Starboard batteries firing!? Get the Pentagon on the horn! This mess happened on their watch! Goddamn, Homeland Security's a joke! A UFO shaped like a coffee can is just allowed to cruise around and slam into the helicarrier!? Where the hell are my hand cannons!?" These were only a sample of the questions and bellows from the Colonel. Brooks fired off sentences like a machine gun, not letting anyone get a single word in edgewise, even in response to a question he'd asked.

Finally receiving his hand cannons, Brooks got a firm grip on the weapons and inspected them. It'd be just perfect for him to get into the middle of battle, and then for these things to crap out on him. The cannons were shaped like miniature megaphones, but without a cone within the funnel-shaped barrel. The weapons were gunmetal gray, and heavy as all get-out. Brooks finally decided that he was satisfied with the cannons' condition, and not a moment too soon. The blast doors to the bridge recoiled, a deafening explosion seeping through the Adamantium. The metal was hailed as unbreakable, but nothing was unbreakable. Diamonds could be shattered under enough force, metals could be plied or melted, and Adamantium could indeed be broken. It'd just take time and energy. Unfortunately, being that the helicarrier was under siege, time was definitely not on S.H.I.E.L.D.'s side.

—SCENEBREAK—

May dodged to the side of one of Carnage's razor-chains, watching as the symbiotic material receded into the red devil's body. She had trained with Aloysius quite a lot in the past few weeks, and his advice had served her well. She had learned basic fighting stances, surprise maneuvers, and precise strikes, but the best skill she'd learned (at least for this fight) was how to fight Carnage. Venom had fought Carnage more times than it could count, and it took Aloysius to figure out how to defeat the monster: speed was the key. Carnage was a damn-near braindead powerhouse, and if he could reach you, he could _hurt_ you. But, if one could evade his strikes, the red symbiote's offense would be essentially negated.

Sadly, May was running low on Stingers, and her impact webbing was ineffective at best. She couldn't strike too hard, as she'd be sacrificing speed for power; unfortunately, without sufficient power behind her blows, she couldn't really hurt Carnage. At this rate, she'd succumb to exhaustion before she even began to truly injure Kasady. As the red-and-black monster struck out again, Spider-Girl took a big risk: she sidestepped the tendril and waited for Carnage to throw himself off-balance. As he began to withdraw the appendage, May grabbed hold of the thing and, in order to avoid giving Carnage the chance to regain his stability, she sacrificed her own footing and simply began to spin. She slung the beast into –and through– a building wall, smirking to herself as she saw the symbiote shredded by the rebar.

Carnage instantly pulled himself back up, chuckling. "Is that all you got, girl? Pathetic!" He rushed May with an incredible burst of speed, grabbing her around the waist with his elongated fingers. With his other hand, Carnage began to beat her. He slugged Spider-Girl several times in the face, sliced into her rib cage, and then hurled her through the glass windows of a convenience store.

May gasped for air, struggling to breathe with one collapsed lung. Her outfit was shredded, and her abdomen was bleeding profusely. She tried to formulate a snappy one-liner to alleviate the intense pain, but she couldn't concentrate long enough to form a cogent joke. Kasady stepped through the shattered window, striding casually toward his quarry. "Well, well, well. What do we have here? Little girl, you shoulda never pissed me off. I'm going to enjoy spilling your blood up and down this street!" He punctuated his statement by forming his right hand into a huge flail.

"_**Oh, really!?**_" A thick, almost black web stuck to the back of Carnage's head, pulling the red-and-black symbiote out of the store and into the air, spinning him around so that his face impacted a massive claw. Venom dug his claws deeper into Kasady's head, squishing the symbiotic substance aside and cleaving the monster's body in two. "_**We really can't believe we let you live the first time. You're a slippery enough little bastard that we can understand your escape from the subway, but we should've killed you that first time we teamed up with Spider-Girl to pummel you!**_"

Carnage placed both hands on Venom's massive head, screaming in the larger symbiote's face. "You don't stand a chance one-on-one! You're nothing but a posturing little prick!" He slashed Venom's body to pieces, enabling his own body to fall free from the black beast's grasp. The two creatures restored themselves, readying for the next round of combat. "You're nothing, Venom. And after I finish you off, I'm gonna take a nice blood bath using the wall-crawler over there!"

Venom tensed. "_**You will not touch her.**_"

Carnage laughed. "Or what?"

In an instant, Venom shot down the slope of the building, drilling into Carnage's chest. He slung his limbs and tentacles like a being possessed, spattering the red symbiote's ichor all across the city block. Venom web-zipped back to the convenience store, standing over May's crumpled form. "_**Hold on…just **__hold_ on." Venom's form shrank back down to his svelte shape, as the extra symbiote flowed off of his body to envelop Spider-Girl. "Now then, Carnage should just now be reforming himself…" He dashed out of the store, breaking into a flying side kick. He barreled through the swirling mass of red goo, whirling around to slash into Carnage once more. The primary objective was to keep Kasady from restoring his body, and to cause as much pain as possible to the monster.

The red monster caught Venom's arm, and flipped him into the pavement. With a secure hold on his sire, Carnage drove tendrils into the black symbiote's body. "You ain't bad! You ain't nuthin'!" He lifted Venom into the air, trapping his body in the shape of a cross. "You want to be the big hero? To sacrifice yourself for your friends!? I'll be more than happy to help you on your way!" Carnage strode up to Venom, grabbing him by the throat. His fingers then sank _into_ Venom's neck, and Kasady lifted his arm, pulling Aloysius out of the symbiote!

Aloysius gasped for air, struggling to breathe with Carnage's mighty claw wrapped around his neck. Strands of symbiote hung off his body in ropy tendrils of black webbing. "gasp …You bastard. I'm going to make sure you -wheeze- die here…"

Carnage laughed in his face. "Oh, really? And how're you gonna do that? You gonna wheeze me to death!? _Hahahahahahaha_!" He shook Aloysius further, his red tendrils wrapping around the Venom symbiote, and Carnage fully removed the symbiote from Aloysius' body!

Aloysius hacked several times, trying his best not to grin. He always had a backup plan, and this one was devastating.

—SPIDER-GIRL—

May awakened to a new, overwhelming sensation. She felt good; better than she'd ever been. She opened her eyes to see black tendrils slipping into her battered body. "_Hey there, kiddo!_" May blinked. _Wh-wha? Venom?_ "_The one and only! Your little loverboy's in trouble. Let's go kick Carnage's ass, huh?_" May nodded, grinning. _Sounds good to me!_

—CARNAGE—

He still hadn't released his grip on Aloysius neck; in fact, Carnage was tightening his hold on the teen's throat. His other hand morphed into a wicked-looking array of knives and scalpels. "Don't think I'm going to make this slow, kid. I plan to drag this out for as long as possible before you die from blood loss." He snickered. "What a pathetic end to the legacy of the mighty Venom: died from his host's blood loss! Perfect!"

Aloysius spat in his face. Gasping for breath, he barely managed to assemble a cogent sentence. "In case you…hahhh…hadn't noticed, gasp Venom's not attached to me now." He held up his right hand, giving an impressive and defiant flipping of the bird. "Suck it, Kasady." Aloysius was going to say something more, but Carnage further tightened his hold. Qatrefoil was fading fast, and once he was unconscious, he'd be doomed.

At that instant, Carnage's arm was split in half and the maniacal symbiote received a mighty uppercut that sent him sailing stories into the air. He lashed out with several tendrils, stopping his ascent and steadying himself. Dropping back to earth, Carnage turned to see Spider-Girl enveloped in writhing black ichor.

"_Come on, Carnage,_" the sneer was evident in her voice. "_You've really slipped, haven't you? You resort to hurting people's loved ones, just to gain an advantage!? You've certainly fallen far from your former pedestal as the self-proclaimed ultimate killer._" She scoffed. "_Ha! Ultimate killer? You couldn't even take Spider-Man without help! How can you handle the new, improved Venom!?_"

Carnage roared in indignation. "You little bitch! I'll rip you into tiny pieces!" He dashed forward, lunging wildly, only to receive a harsh rebuke in the form of a world-shattering whip kick to the face. With her strength vastly enhanced by the symbiote, May sent Carnage sailing. The red menace rose, cracking his jaw back into place. "I'll give you this: you're definitely a heavy hitter. But I'm not flying solo today." _Much as I regret doing it, I do need the help…_ Carnage activated the neural inhibitor chip to its fullest extent, allowing his body to be dominated by Abel White's brainwave patterns.

May noticed the change immediately. Suddenly Carnage was standing straighter, and he seemed now to almost exude an aura of calm and refinement. He spoke, but his voice was…off. "Now then, what say we up the ante a little? We have your little friend Black Tarantula a few streets over, getting his prettyboy ass kicked. If you win this fight, we'll kill him. Throw the bout now, and Fabian lives to have more contracts put on his head."

May shook her head. "_No, I don't think I'm going to surrender. Fabian's a big boy now. He can take care of himself._" She took up one of Aloysius' fighting stances, and readied herself for combat. Unfortunately, she was caught completely off-guard when Carnage leapt into the air, spinning into a flying cyclone-roundhouse kick to finish with a heel-of-the-palm strike to her face. May was driven into the ground, and Carnage began to pound her through the asphalt.

May lashed up with a quick kick to his gut, gaining the leverage necessary to throw him off. She shot out a line of webbing, wrapping it around Carnage's wrist. She pulled him back, delivering a haymaker to his jaw and crushing the symbiote's head into pulp, only to pull him back again and plant a hand in his abdomen. May got a firm grip, and tore out a massive chunk of red goo. She threw it onto the ground and stomped on it, assuring its demise. She then leapt and tackled the monster, pummeling him with random body strikes.

Carnage caught her by the face, rolling back and throwing her off. "You'd certainly overwhelm Kasady with such offensive tactics, but then again, he was never famous for his intelligence." The red monster snapped his jaw back into place. "You're unlucky to day, girl. You're not facing Cletus Kasady anymore, and my tactics are vastly superior."

"Oh, yeah!?" shouted Venom's true host. May's vision snapped upward to see her beloved Aloysius standing atop a building, dumping the contents of a barrel onto Carnage. The thick, black-brown substance coated the symbiote, and then Aloysius hurled a Molotov cocktail onto his foe. The crude oil drenching Carnage combusted, enveloping him in sticky flames. "Out of the way," Aloysius shouted.

May launched a web-line up to the roof and joined Aloysius. She threw her arms around him, and nuzzled against his chest. "I was so worried about you…"

Aloysius draped his arms across her shoulders, but May could tell that he was still tense. "Can you do what is necessary?" May looked at him quizzically, and he smiled sadly in reply. "No, I don't think you can, and I don't think you should. This demands a certain loss of innocence, and I won't force you to go through that." The symbiote flowed off of May's body and returned to Aloysius. Venom kissed her on the forehead. "Stay up here. And you might want to look away." Before he leapt down, he turned once more. "I love you."

—MEANWHILE—

Fabian LaMuerto spat out a gob of blood as he looked up from his prone position at the monster known as Maundora. He slammed his fists into the pavement, bouncing himself back up to deliver a bone-crushing straight punch to the blue-tinged man's jaw.

Maundora stumbled back, chuckling. "You put up a real good fight, kid, but you're not gonna win. Not a chance in hell." He spoke the truth, and Fabian knew it. Fabian was bloodied and bruised; even his bulletproof skin was severely damaged. Maundora, on the other hand, seemed relatively unfazed. Sure, he was bleeding from his nose and lip, and he had several nasty bruises, but all in all Maundora had fared much better than the Black Tarantula. Maundora suddenly surged forward, slipping a foot between Fabian's legs and tugging his ankle out from under him. The blue man dropped with him, adding gravity's pull to the force of his next strike. Maundora drove his elbow into Fabian's neck, maintaining the pressure on LaMuerto's throat. Soon, the kid would pass out, and then Maundora could finish him off.

The blue man found himself caught completely off-guard when he was enveloped in sticky webbing. From his rooftop lookout, Gerry Drew pulled back with all his might, ripping Maundora off of the Black Tarantula. "Urgh, why am I doing this for the Kingpin of Crime?" Gerry decided to make a memo to himself regarding that question, as he didn't currently have the time to ponder it. At the moment, a very angry blue man was leaping at him. The dude had cleared five stories in a single jump, digging his fingers into the wall and launching himself at Gerry! The red-and-black superhero shuffled back, just in time to avoid Maundora's punishing strike. The man's fist plowed straight through brick without even slowing down! Spidercide webbed up Maundora's feet, leaping down to street level and pulling the blue man with him. Like the Olympic hammer throw, Gerry swung Abel White's lackey into the street, receiving the satisfying _crunch_ of face on pavement to signal that he'd whipped Maundora around with sufficient force.

Maundora flipped back up to a standing position, showing not so much as a bruise from the pummeling he'd received courtesy of Gerry Drew. "Nice technique, and your strength isn't too bad, either." He dusted himself off, and grinned. "But I was born and bred for war. I'm a living weapon, and you can't stop me so easily!" He dashed forward, putting on a sudden and unfathomable burst of speed. Maundora slipped beneath Spidercide's next punch, driving his knee into Gerry's solar plexus. He grabbed the teen by the neck, lifted him into the air, and slammed him face-first into the asphalt. Without missing a beat, the blue-skinned terror slid his grip down, practically crushing the red-costumed hero's leg with the sheer force of his hold. Maundora swung Gerry up and brought him back down into the pavement. He continued this process until the kid stopped trying to get up.

"You put up a nice fight, kid; but you're _way_ outclassed. And I'm not even the toughest guy on our team! Give up now, and accept it. You're done." Maundora suddenly felt something very sharp and hard plunge into his back, and the blue man threw back his head and uttered a scream of primal agony.

"It's not over," Fabian LaMuerto gasped, "until we SAY it's over!" He twisted the broken lamppost in Maundora's back, wrenching it this way and that. "Go to hell!"

Maundora coughed, and fell forward. Landing on his knees, he looked over his shoulder and grinned. "So, this is where it ends, eh? Ah, well. Least I can truly say I died in a glorious battle. The day is yours, Fabian LaMuerto. But don't think we're letting you off this easily. Watch your back, kid; I'm the least of your problems." With that, Maundora dropped flat onto the pavement and released his dying breath.

—VENOM—

The black symbiote stood over his offspring, shaking his head. "_**I once had such high hopes for you, Carnage. I'd thought that we could work together, and maybe do a little good in this screwed-up world.**_" Venom chuckled to himself. "_**But I guess things like that just weren't meant to be. I really do pity you, son.**_" The symbiote raises its claws, preparing to deliver the mortal blow. "_**Just know this: no matter what, you always had a choice. This is the path you chose, and this is where it led you. We hold no remorse for this act. Goodbye, Carnage.**_"

Venom dove onto the smaller symbiote, digging his claws and teeth into the red devil's body. After several minutes of Carnage and Kasady screaming, all was silence. Venom stood over a pool of blood, and licked his claws clean. The monster known as Carnage was no more.


	21. Everything Breaks

**Chapter 21:**

**Everything Breaks**

The titanic adamantium door still held strong, rejecting all attempts by Mire and his cyborg lackeys to penetrate into the bridge. Abel White's minions may have dominated the rest of the helicarrier, but the bridge could control everything; the engines, the sentry cannons, and everything else. While it was more difficult to operate the helicarrier solely from the bridge, it was occasionally necessary.

Colonel Josiah Brooks tightly clutched his hand cannons, constantly tense. The cyborgs were still out there, and there seemed to be no way to eject them. They'd have to wait for the US military to react… They'd be waiting awhile.

—MEANWHILE—

Mire's communicator began to beep. Abel White's deep, rough voice echoed metallically through the miniature radio. "Mire, have you yet breached the bridge?"

"No, Mr. White. It's adamantium…"

White sighed. "You incompetent! You can't even open a door? That'll go down in the annals of history, my friend." Within his office, the silver-haired man shook his head. "Look, get to the radio room, and set it to this frequency. I'll take care of the rest…"

Mire shrugged. "Uh, sure, whatever you say, Mr. White. If you don't mind my asking, though, how will us securing the radio room and sending you a transmission help our cause?"

White grinned, his expression purely sinister. "It's not what you'll be transmitting; it's what I'll be transmitting."

—SCENEBREAK—

Venom and Spider-Girl made their way over to where Fabian and Gerry were recuperating. Gerry Drew, aka Spidercide, was lying on the ground, limbs splayed about like a starfish, occasionally clutching his ribs and groaning. Fabian LaMeurto sat with his legs folded beneath him, breathing heavily. He'd taken quite a beating from Maundora, whose corpse lay several yards away. The shaft of steel protruded from his back like a flagpole.

The Black Tarantula looked up. "Ah, you must be Venom. I don't think I've had the pleasure of meeting you." He extended a hand.

Venom shook the offered hand. "You haven't. I'd say it's nice to meet you, but please don't take too much offense if I don't say as such. I make it a policy not to freely associate with crime lords, no matter how honorable they paint themselves."

LaMuerto nodded. "Of course. I wouldn't expect anything less from the Lethal Protector," he sneered.

The two growled, staring each other down. Spider-Girl interposed herself between the two. "Now, now, children. Play nice. If we're going to work together, we have to learn to accept one another's differences."

Venom shrugged. "I'm just not comfortable associating with a crime lord. I know he's saved your bacon a few times, but this is a personal hangup." He looked back down at Fabian. "However, I'm not an idiot. The enemy of my enemy is my ally, and I'll be happy to have your aid in bringing down whoever sent Carnage after us."

May sighed. "It'll have to do, I suppose…"

Gerry groaned. "Yeah, warm fuzzies all around. Now then, what do we do about the nutjob who let loose Huggy Bear over there," he gestured to Maundora's corpse.

"You're supposed to be the strategic genius," Spider-Girl said to Venom, "so start strategizing!"

Venom tapped a claw against his chin. "Well, we already know that this unseen, maleficent benefactor has quite the arsenal at his disposal. If his objective was to kill us, he'd likely have sent a veritable army of cyborgs and dissidents to help slaughter us." He leaned against an overturned car. "In other words, this was just a distraction. A way to keep the superheroes occupied while our enemy does something more vicious."

"And what exactly would that be?" asked the Black Tarantula.

Venom shrugged. "Dunno. Perhaps we should take a photo of Laughing Boy there, and Google his mug. That could tell us something about his employer's plans."

—MEANWHILE—

Although his rational mind vehemently protested the success of such a venture. Mire was a loyal man, one who followed orders. More specifically, he followed reliable orders, and Abel White had not once given him reason to doubt the man's competence.

Therefore, at this exact moment, Mire was tuning the helicarrier's radio to Abel White's personal frequency. Static crackled through the receiver, and suddenly a veritable lightning storm erupted from the console. Mire leapt back just in time to avoid being lanced through the abdomen by a white-blue bolt.

The blinding ballet of deadly sparks died down, and Abel White stood in the room, smirking like one prescient of the coming events. His eyes gleamed from behind his pitch-black sunglasses. "Thank you, Mire. Now then, show me to that door."

—AUTHOR'S NOTE—

College is going well, but it's still a bit of a hassle. Classes and study eat up a good deal of my time, but this story is not dead by any means! You hear me? Venom, Spider-Girl, Cori, and Abel White will all live to fight another day!

Thanks for all the reviews, and keep them coming! They help me to know what works and what doesn't.

And, yes, this was a bit of a rush job. Only 2½ pages in total, but it's better than none, right?

Anyway, thank you for your loyal readership, and keep a weather eye on the horizon. More will be coming. To quote one of my favorite quotes (the original coiner of this phrase escapes me – special mention to anybody who can tell me): Once more into the breach, dear friends.

—Vherstinae


	22. Nothing Sacred

**Chapter 22:**

**Nothing Sacred**

"_It's been speculated that humanity – and, indeed, all of our universe – was just a great cosmic accident. Could that be all there is? No, I don't think that's it at all. Don't get me wrong, I'm not about to go blithering on about God, gods, Allah, or what have you. I'd hope you know me well enough by now not to expect such drivel. However, I am certain there is more to the equation than simple instinct. Even animals are capable of love; just watch a movie about penguins and you'll know what I'm talking about. The existence of feelings like these: love, hatred, indignation, pride; I think something larger is working, behind the scenes, just below the surface, choose whichever analogy suits your tastes. Point being, we're more than the sum of our parts." —Abel White_

Mire stepped back as several sparks leapt from Mr. White's gauntlet-clad right hand onto the metal floors. The silver-haired man looked Mire in the eye, at least that's probably where he was looking. Hard to tell with those shades. He smirked. "What's the matter, Mire? Surely you've seen odder things than this," he gestured to himself and the now burnt-out radio. Mire opened his mouth to respond, but White cut him off. "Regardless, we have greater things on our agenda." He pointed vaguely out of the room. "Take me to the blast doors. I'll finesse them open for us."

Mire nodded numbly, and led his employer from the radio room to the bridge's titanic doors. "This is what we're dealing with, sir. Adamantium; almost impossible to crack. What do you plan to do, if you don't mind my asking?"

White rolled up the sleeve on his right arm, revealing the blade-bearing gauntlet. Said metal bracer was already crackling with purple-blue energy in anticipation of what was to come. "Stand aside," he called. Positioning himself before the control panel, White reared back his arm in a stylized martial arts pose. Lunging forth, he plastered his palm onto the keypad. His hand erupted in a volcanic discharge of violet lightning. A crisp sound, rather like the noise given off by burning fat, could be heard echoing through the helicarrier's framework. The blast door shuddered and coughed, like a geriatric pipe smoker, and began to rise.

Within the bridge, Josiah Brooks' eyes widened in fear as the door started to open. "To your stations, soldiers! We're getting out of this alive!" He leveled his hand cannons at the doorway, biting his lower lip hard enough to draw a droplet of blood. The first thing he saw through the gap between the door and the floor was the congregation of steel-plated legs belonging to Abel White's cyborg legion. "Tear them apart!" he cried as the door rose higher and higher.

White flicked his wrist forward, and his soldiers wordlessly complied. With not a battle cry nor even a muttered prayer to some obscure saint, the cyborgs rolled beneath the door and began to open fire. One after another was gunned down in the hail of fire emanating from the bridge. For the moment, at least, Brooks and his lackeys had the upper hand. However, White had the advantage of numbers, weapons, and ammunition, and he also had the capability to retreat. S.H.I.E.L.D. had nowhere to go, except to hell.

—S.H.I.E.L.D.—

Brooks roared with fury, his hand cannons issuing forth bellows of even greater volume. The bursts of energy bore clean-cut holes through the cyborgs, leaving four-inch-wide gaps in their torsos. As the gate rose higher and higher, more of the cyborgs were properly positioned to open fire on the trapped soldiers. Volleys of red and violet beams entered the bridge, stealing the lives of men and women alike.

Mire himself was engaged in combat, beating down a human barricade within the bridge. A circular saw extended from his shoulder, and he began to amputate various appendages.

With all the death and horror contained in such a small area, it felt to the combatants as though hours were passing. In actuality, it hadn't even been 45 seconds.

Josiah Brooks was no fool; his training and instincts told him who the field commander was, and he took careful aim at Mire. Brooks unloaded from both cannons, praying that no one stepped in the way. The first hit was wide, blowing Mire's left shoulder to pieces and sending him spinning. The next blow was right on target; a perfectly circular hole was blazed in Mire's chest. The big metal man dropped to the ground in agony, his life fading.

Mire reached out toward the door, to White. Although he could no longer speak, Mire began to form his life's final words: "Keep your promise, Abel. You keep your promise."

White nodded to the dead man, and the blade slid down out of his gauntlet. Abel White stalked onto the bridge with death in his eyes; S.H.I.E.L.D. had murdered too many people for them to go unpunished.

—SCENEBREAK—

The trio of heroes (and one villain) arrived at OsCorp in various ways: Spider-Girl swung in and landed on Normie's window; Venom slipped through the ventilation ducts; Spidercide arrived hot on May's heels, and LaMuerto…walked in through the front door.

Osborn heard an odd rapping noise on his window. He turned to see Spider-Girl and the boy formerly known as Spider-Man sticking to the glass. While others would freak, or at least be perplexed, Normie just rolled his eyes and let them in. "So, what're you two doing–"

His PA buzzed. "Mr. Osborn, there is a Fabian LaMuerto here to see you."

Looking up to May, who nodded, Normie pushed the button. "Send him in."

As Fabian entered, a form coalesced behind him. The tall, svelte symbiote known as Venom stalked in behind the Black Tarantula.

"Normie, I'd like you to finally meet Venom." Pleasantries were exchanged, and then Osborn asked why everyone was here.

"Quite frankly," said LaMuerto, "We need your connections. We're looking for information on two men, and the possible whereabouts of one."

"Yeah? Who are these guys?"

"The first one, the dead one," said Venom, "was named Maundora. The other one is Abel White."

"Wait, now you want to find White, too?" asked Normie. "It wasn't just the Crack Tarantula?"

"Keep it up, Osborn. I'm not a law-abiding citizen."

"What did you mean, 'we want to find White, too'? Do you know where he is?"

Normie held up his hands to shush everyone. "Alright, just what's this all about? What's so important about Abel White?"

Everyone spoke at once.

"He's trying to take over my crime syndicate," said LaMuerto.

"He sent Maundora to kill jackhole here," quipped Gerry, pointing to Fabian.

"He ordered Carnage to kill me," said May.

Venom remained silent for a moment. "…He's planning to destroy S.H.I.E.L.D."

There was a collective shouting of "What!?" Then, May asked, "How do you know that?"

The symbiote's eye-patches narrowed slightly. "Because I finally remembered where I'd heard the name Maundora."


	23. Prelude to a Reckoning

**Chapter 23:**

**Prelude to a Reckoning**

_Dulce et decorum est pro patria mori:_

_It is sweet and noble to die for your country._

Venom's clawed fingertips danced across the keyboard, typing in various keywords and relevant phrases. The search results were staggering, to say the least.

"I knew I'd heard of Maundora before… You guys remember the stories about those other symbiotes? Lasher, Scream, et cetera? Well, supposedly, S.H.I.E.L.D. got the idea to do the same thing. They recruited for the experiment the son of French expatriates, by the name of…here it is, Jeremie-Marie Andor. Jeremie was the subject of a new experiment: instead of bonding a symbiote to a host, they were to attempt a fusion of symbiote tissue and human DNA. It worked, but only so well. Reports from this time are sketchy at best, especially since they're second-hand accounts penned by conspiracy nuts.

"Anyway, Jeremie-Marie went mildly homicidal and escaped. He wrought havoc all across a small island chain in the South Atlantic, before being captured again. He broke free again with the help of some other prisoners, all of whom died in the escape attempt, and headed back for America. He changed his name to Jim Maundora, for whatever reason, and began hiring himself out as a bodyguard."

"But," interjected Normie, "where does White fit into this, and why does he hate S.H.I.E.L.D.?"

Venom waved him off. "Hang onto your thong, Princess. I'm gettin' there." He turned back to the screen. "Now then, where was I? Oh, yes. Eventually, he came into contact with White when he was hired to protect White's wife… Oh, god. I see why White hates S.H.I.E.L.D. It says here that Maundora was presumed dead at the scene, and the S.H.I.E.L.D. operatives took Evangeline White into custody, where she died during interrogation."

The room fell silent from that revelation. White's vengeance was for the murder of his wife. Doubtless "interrogation" really meant horrible torture. Venom found himself involuntarily sympathizing with the madman. He had no idea what he'd do if May was taken from him… After all, even a genius intellect can shatter under such weight. If White was on a personal vendetta against S.H.I.E.L.D. for killing his wife, it was indeed more difficult to hold the man responsible for his actions.

The dark hero swallowed silently. A man like that could have nothing to lose. How do you fight someone who doesn't fear death? This could indeed be a dilemma…

—SCENEBREAK—

Another S.H.I.E.L.D. member fell before White's cybernetic onslaught. Brooks cursed, and returned fire, removing a man's head from his shoulders. Abel White laughed maniacally from behind his semi-human shield, his rough cackle adding to the chaos and terror of the situation.

Blood flew through the air, expelled from bullet wounds and vomited from the mouths of the dying. Young men in blue-and-white uniforms fell beneath the deluge, alongside bloodstained chrome exoskeletons. The garden of corpses created was like something out a sick fairy tale. The symmetry of the dead made it look less like a massacre and more like art, and that only added to the distinctly aberrant feel of the situation.

One of the huge metal men fell, and Brooks saw his chance. White was unguarded, and open for attack. Abel White was quite obviously not only these madmen's figurehead, but also their mastermind. With him gone, they would either fold or be unable to properly defend themselves. S.H.I.E.L.D. would endure.

Josiah Brooks took careful aim, and launched three shots in perfect succession. White looked up just in time to be impacted by all three. The first caught him in the side, tearing out a chunk like the removal of a puzzle piece. Before White could spiral from the force of the blast, he was struck in the right pectoral. The energy bolt drilled a hole clean through his chest, leaving a sizable hole and a useless lung. The final shot caught Abel in the gut, severing his spine and cutting off communication to his legs.

White cried out pitiably, and crumpled to the ground. The fighters all looked on in awe as Colonel Brooks silenced the evil puppet master. The ceasefire was short-lived, unfortunately, as the cyborgs reinitiated their assault. Brooks had to duck under a sudden shot and return fire. Perhaps White was the least of their problems…

Suddenly, a bolt of violet/blue electricity impaled one of Brooks' soldiers like a lance, shearing through him and leaving the corpse to fall limply to the ground.

Josiah Brooks let out a cry of disbelief, and that was redoubled after he saw the source of the attack. Abel white stood, adjusting his sunglasses, as his right hand crackled with the energy. His gauntlet glowed with power, and he grinned mockingly at the colonel. "Good effort, Brooks," he snickered. "But now…" White's hand erupted in a storm of electricity. "It's my turn!"

White threw his hand toward the heavens, palm open and facing the battle. His coat billowed imposingly as the air and reality itself seemed to bow to his might. Serpentine tendrils of power lashed forth and carved a swath of death and dismemberment through the remaining S.H.I.E.L.D. forces.

Brooks let out a strangled, animalistic scream of defiance as he unloaded shot after shot into White's body. This time, the mastermind did not yield. He instead began to laugh as electricity sewed shut his wounds. Josiah felt backed into a corner, as he rightly was. Failing his capacity to dispose of White, he instead focused on the pale man's lackeys. Cyborgs fell left and right, but still White remained, taking his time and indulging in the deaths of Brooks' men.

Finally, it was but the two men, staring intently at one another. Brooks was sunk into a cross between a fighter's stance and a runner's mark. White stood tall and imposing, his shoulders casually rounded and slumped. His fingers flexed as energy coursed over his palms. His lips curled back in a contemptuous leer. The fight was over, and both men knew it. Brooks would not be leaving here alive, and S.H.I.E.L.D. would be dealt a near-mortal blow.

And in that instant, something amazing happened. It may have been fate, or perhaps coincidence, or maybe someone managed to send an emergency text message. Regardless, at that exact moment, the helicarrier began to explode as it was bombarded by missiles from five F-35 Joint Strike fighters.

White staggered, and Brooks seized the opportunity. He shot Abel in the face, and dashed at the man, trampling him as he made his way to the escape pods. Hoping to at least slow him down, Brooks shot the control panels on all pods but one. The unmolested pod was his, and Brooks slammed his hand on the launch button. Immediately grabbing the short-wave radio, Josiah Brooks shouted to the fighters, "This is Colonel Josiah Brooks, head of S.H.I.E.L.D.! I'm clear; no other friendly survivors! Obliterate that helicarrier! Hit it with everything you have!"

The trigger-happy pilots were happy to oblige. The massive vehicle went down in a storm of fire and sheared metal, sinking into the Hudson.

Brooks kicked open his pod, stepping onto the riverbank. "…Hopefully that killed him."

—SCENEBREAK—

Abel White sat at his desk, addressing his cohorts. "My friends, we have scored a decisive blow, but our work is not yet finished. Worse yet, we shall now find ourselves the targets of more of these superpowered folk. Previously it was only Spider-Girl and her ilk. But with a S.H.I.E.L.D. helicarrier terminated, we will now face retribution from many, many more of these heroes." He spread his hands, looking each of his friends in the eye, although it was still hard to tell with those sunglasses. "Are you willing to see this through to the very end? You can all still escape nameless. No one knows of your involvement, and one of you is presumed deceased."

Chaucer shook his head. "I am with you til the end, Mr. White."

Corinthia set her hand on White's. "Abel, you know I'm in it for the long haul." Her lips curled into a feral grin. "Besides, I haven't even gotten to fight yet!"

The man formerly known as Jeremie-Marie Andor threw in his two cents. "I figure I still have a life or two left, and if I have to die, I'd rather go doing something I believe in."

White smiled, showing genuine emotion. "Thank you…thank you all."


	24. Preparations

**Chapter 24:**

**Preparations**

"_We are those cast eternally from the light of good. We are not here to bring justice, nor are we here to sow chaos. By ourselves, we are nothing. Only at the behest of others do we act. We represent both the darkness in men's hearts, and the virtue to resist such darkness." —Creed of the Sins_

S.H.I.E.L.D. had made it through a particularly bad week. Their mercenary, Lust, had been horribly beaten and ended up in critical condition. They had suffered major losses in personnel and resources during Abel White's attack on the Helicarrier. Now, though, Colonel Josiah Brooks would finally be able to close this chapter of his life. Upon being informed that the doctors didn't want to discharge him out of fear for his safety, Lust had vanished in the night, and a note left behind from Pilate requested a meeting the next day. He would fill Brooks in on everything that occurred, and tell him the location of White's stronghold, along with all of the associates Lust could name or photograph.

The next day, after several hours of waiting, Brooks finally received word that Pilate was on his way. "Send him straight in when he arrives," he ordered into the intercom. One more hour, and Pilate strutted through the blast doors to Brooks' office.

"Have a seat," Brooks gestured to the chair opposite him, "and tell me, in detail, what your operative has learned about Abel White."

Pilate chuckled. "Lust didn't give up all the goods while in a government hospital where he could be assassinated when he was no longer of use? I'm shocked." His grin widened as Brooks shot him a death glare. "I've got the address and blueprints of his headquarters right here," he waggled a flash drive, "but I have no doubt that much of the schematics have been falsified. I've had Pride scouting the place from the air, trying to guess how many hostiles might be in there. So far I have no real number, but I do have some bad news." His sudden serious turn put Brooks on edge. "Abel White is still alive."

Brooks leapt to his feet. "What! How the hell is that even possible? I blew up a whole Helicarrier with him inside it!"

Pilate shrugged. "No clue how he lived through it, but I'd suggest you be there to see him die next time. Maybe he can teleport, or Silver-Surfer his way through solid objects." Brooks raised an eyebrow at Pilate's use of the Surfer's name as a verb.

Brooks' intercom crackled to life. "Sir, there is a Nor-Hey! You can't go in there!" The commander of S.H.I.E.L.D. stood, anticipating a fight, as his office doors slid open to reveal quite the motley crew: Normie Osborn, Brenda Drago, Spider-Girl, Venom, and the boy who at one time called himself Spider-Man.

"What the hell do you think you're doing here?" Brooks growled through his teeth. "Get out. Now!"

"Not a chance, Brooks," Venom growled right back. "First off, you owe me for that little torture stunt. Second, we've got a mutual score to settle. We're here to help you take down Abel White, and even if you reject our help, we're going after him anyway, so you might as well take the extra manpower."

Josiah Brooks rolled his eyes. "How in the hell did you get in here? Wait, you know what? I really don't care. What I do want to know is, what makes you think that I want or need the help of a super-kid," he looked at Spider-Girl, "three questionably ex-villains," his eyes drifted from Normie to Brenda to Venom, "and whatever he is," he finished with a glance at Spidercide.

"A bunch of dead S.H.I.E.L.D. operatives and an obliterated Helicarrier, for one," Spider-Girl replied with acid in her voice. "Face it, Brooks. You need help, and we're offering it to you. Don't let your ego or whatever bigoted baggage you're carrying around get in the way of actually stopping White."

Without taking his eyes off the teen, Brooks spoke. "Pilate, would their presence change the scenario?"

Pilate replied with a shrug. "No scenario ever actually survives combat, but if you mean our battle plan, then yes, it would improve our tactical options. It wouldn't change the Sin I'd recommend, though. Greed is the best choice for a fight like this."

"I have something that might serve as a peace offering," Normie said, digging through his pockets to pull out a handheld projector. "I have friends in low places and more money to throw around than the Sins do, so I managed to get hold of the actual blueprints for White's office building."

Brooks snatched the device from Osborn's hand. "If I decide you'll be useful, I'll contact you. Now get out of my office."

—SCENEBREAK—

Abel White glowered out of his penthouse window, staring down at the massive S.H.I.E.L.D. force below. "So, we're trapped," he commented in a monotone.

Chaucer nodded. "Truer words have never been spoken. You're the only one who could possibly escape, Mr. White." He clapped a hand on his employer's shoulder. "You should go. Leave S.H.I.E.L.D. to us."

Abel looked around the room, at the encouraging faces. "…No, I won't condemn you to that. Either we all make it out, or none of us do."

Chaucer smiled sadly. "Then I recommend that we make the first move. Attack them while they're still evacuating civilians. Force them to protect the innocents, so they won't be able to counterattack as effectively."

Maundora pounded his fist into his palm. "I second that emotion, Abel. Let's rip them apart."

Corinthia grinned. "I'm up for anything that involves violence."

White smirked in response to his companions' statements. "Well then, let's give them a greeting they won't soon forget."

—SCENEBREAK—

May Parker and Aloysius Qatrefoil sat snuggled together on a nearby rooftop, overlooking the S.H.I.E.L.D. operation. "I still can't believe Brooks didn't call for our help," Aloysius groused.

May kissed him on the cheek, gently cupping his chin. "Well, at least we're still here in case things go south."

As soon as May finished speaking, a rocket burst from one of the windows, destroying a S.H.I.E.L.D. Urban Pacification Vehicle. "Shit!" Aloysius leapt to his feet, the Venom suit enveloping his body. "Call Osborn and Cortez," he said to May, "and then join me when you're done. I'll cover the opening shots." Not waiting for her to protest, Venom leapt off of the building, landing on two of White's cybernetically-enhanced henchmen who had just emerged from the building. Their necks snapped like balsa wood.

UPVs swerved and tires screeched as S.H.I.E.L.D. forces scrambled to form makeshift bunkers, setting up portable force field platforms from which to lay down suppression fire. Venom leapt backward as a new wave of enemy soldiers emerged from the building, unloading dozens of rounds into – and through – his body. Vaulting over a shield platform, Venom took cover behind the luminescent barrier alongside several startled S.H.I.E.L.D. troopers, and began to extrude his symbiote along the black asphalt.

As soon as more than five cyborgs stepped onto the street, toothy symbiote tendrils erupted up into their bodies, tearing apart their internal organs. The men fell dead, and S.H.I.E.L.D. made its first push, charging up into the building. Unfortunately, this was just in time for the elevator at the other end of the hall to open and reveal a remote-controlled Gatling gun which activated and began to spew metallic death into the wave of faceless troops.

Spider-Girl dropped down beside Venom, gawking at the bloody devastation of only a few seconds' combat. "I'm not normally one to promote excessive violence, but can't we just bomb this place and be done with it?"

Venom shook his head. "Unfortunately, no. Not everyone in the neighboring buildings was evacuated, and S.H.I.E.L.D. would rather sacrifice its own men than risk harming innocents. Of course, with this firefight, there's no chance of evacuating anybody else."

"So, time to do what superheroes do?" Spider-Girl asked with a hand on her hip.

"You know it, gorgeous," Venom grinned, showing off his razor-sharp teeth.


End file.
